· BOARD OF DIRECTORS Dr. Jayaram Chigurupati - Chairman Sri. Kanuri Harishchandra Prasad - Director Dr. Tripuraneni Venkata Krishna Rao - Director Dr. Denis Broun - Director Dr

Annual R

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POLYLENSESPOLYLENSES

TMTM

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Board of Directors Board of Directors

Dr. Jayaram ChigurupatiDr. Jayaram Chigurupati

ChairmanChairman

Dr. Venkata Krishna RaoTripuraneni

Dr. Venkata Krishna RaoTripuraneni

Non-Executive DirectorNon-Executive Director

Dr. Uma Devi KomathDr. Uma Devi KomathNon Executive DirectorNon Executive Director

Dr. Denis BrounDr. Denis BrounNon-Executive Independent DirectorNon-Executive Independent Director

Mr. Harishchandra PrasadKanuri

Mr. Harishchandra PrasadKanuri

Non-Executive Independent DirectorNon-Executive Independent Director

BOARD OF DIRECTORS

Dr. Jayaram Chigurupati - Chairman

Sri. Kanuri Harishchandra Prasad - Director

Dr. Tripuraneni Venkata Krishna Rao - Director

Dr. Denis Broun - DirectorDr. Uma Devi Komath - Director (from 13.02.2015)Sri. Jagan Mohan Vedantham - Director (from 21.04.2015 upto

19.08.2015)

Sri.Hemang Harish Raja - Director (upto 14.08.2014)

KEY MANAGERIAL PERSONS

Mr. Hariharan CK

Mr. Muralidhar Jampala

Mr. Ranjith Kumar Shetty

ManagerChief Financial OfficerCompany Secretary

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TH28 ANNUAL REPORT 2014 - 2015

28th Annual General MeetingrdWednesday, the 23 day of September, 2015 at 3.00 pm

FAPCCI, Federation House,Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad – 500 004

COMMITTEES OF THE BOARD

Audit Committee

Sri. Kanuri Harishchandra Prasad

Dr. Denis Broun

Dr. Tripuraneni Venkata Krishna Rao

BANKS/FINANCIAL INSTITUTIONSExport Import Bank of India, Hyderabad

Nomination and Remuneration CommitteeSri.Kanuri Harishchandra PrasadDr.Tripuraneni Venkata Krishna RaoDr. Denis Broun

REGISTRAR & TRANSFER AGENTSCIL Securities LimitedRegd.Office 214, Ragahavaratna TowersChirag Ali Lane, Abids, Hyderabad - 500 001

SHARES LISTED AT BSE Limited

Stakeholders Relationship CommitteeDr. Tripuraneni Venkata Krishna RaoSri. Kanuri Harishchandra PrasadDr. Denis Broun

STATUTORY AUDITORSM/s. M. Anandam & Co.,Chartered Accountants7-A, Surya Towers, S.P.RoadSecunderabad - 500 003

REGISTERED OFFICE"Techtran House", S-7, T.I.E. IDA, BalanagarHyderabad - 500 037, Telangana.

FACTORYSurvey No.545, Bonthapally VillageZinnaram Mandal, Medak DistrictTelangana - 502 313

SUBSIDIARY COMPANIESTechtran Ophthalmics Private LimitedTechtran Optics Private LimitedTechtran Lenses INC, USATechtran USA LLC

INTERNAL AUDITORSM/s. B. Srinivasa Rao & Co,Chartered AccountantsFlat No. 315 & 316, B. Block,Ameer Estate, S.R.Nagar,Hyderabad - 500 038.

COST AUDITORSM/s. Vajralingam & Co.,Cost AccountantsH.No.13-4-729/1/3Karwan Sahu, Hyderabad – 500 0036

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TECHTRAN POLYLENSES LTD.TM

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CONTENTS

Page No.

1. Notice 3

2. Directors' Report

a. Directors Report 12

b. Management Discussion and Analysis Report 18

c. Report on Conservation of Energy, Technology 20absorption and Foreign Exchange Earnings and outgoings

d. Report on Corporate Governance 22

e. Secretarial Audit report 42

f. Extract of annual return (Form MGT-9) 46

g. Statement containing salient features of the financial 55statement of Subsidiaries/associate companies/joint ventures (Form AOC-1)

h. Disclosure of contracts/arrangements entered into by 57the company with related parties (Form AOC-2)

i. Report on Managerial remuneration 58

3. Standalone Financial Statements

a. Auditors' Report 61

b. Balance Sheet 65

c. Profit & Loss Account 66

d. Cash Flow Statement 67

e. Notes to financial statements 68

4. Consolidated Financial Statements

a. Auditors' Report on Consolidated financial 81statements

b. Consolidated Balance Sheet 86

c. Consolidated statement of Profit & Loss 87

d. Consolidated Cash Flow Statement 88

e. Schedules forming part of Consolidated Balance 89

TECHTRAN POLYLENSES LIMITED(CIN: L26109AP1987PLC007306)

Registered Office: Plot No. S-7, T.I.E., I.D.A., Balanagar, Hyderabad - 500037Tel: +91-40 - 23070200/23070201, Fax: +91-40- 23070205,

Email: [email protected], web site: www.techtranindia.com

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NOTICENotice is hereby given that the Twenty Eighth Annual General Meeting of the Members of Techtran Polylenses Limited will be held on Wednesday, September 23, 2015, at FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad – 500 004 at 3.00 p.m. to transact the following items of business:Ordinary Business:

1. To consider and adopt:sta. the audited Profit and Loss Account for the financial year ended 31 of March,

2015 and the Balance Sheet as on that date together with the Report of theBoard of Directors and Auditors thereon, and cash flow statement ; and

b. The audited consolidated Profit and Loss Account for the financial year endedst31 of March, 2015 and the Balance Sheet as on that date. and cash flow

statement.2. To appoint a director in place of Dr. Jayaram Chigurupati (DIN: 00015592), who

retires by rotation and being eligible, offers himself for re-appointment.3. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 141 and 142 of theCompanies Act, 2013, appointment of M/s. M. Anandam & Co, Chartered Accountants, (Registration No. 000125S), Hyderabad, as the Statutory Auditors of the Company be and are hereby ratified, on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the Company for the financial year ending March 31, 2016.”

Special Business:4. To consider and if thought fit, to pass with or without modification, the following

resolution as an Ordinary Resolution:

“RESOLVED THAT Dr. Uma Devi Komath (DIN: 02851898), who was appointed as an Additional Director with effect from February 13, 2015 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and Article 108 of Article of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing her candidature for the office of a Director, be and is hereby appointed as a director of the company subject to retire by rotation.”

5. To consider and, if thought fit, to pass with or without modification(s), thefollowing resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of the Section 196, 197 and Schedule V and other applicable provisions of the Companies Act, 2013, consent of the Company be and is hereby accorded for the appointment of Mr. Hariharan CK as a Manger of the Company for a period of one year w.e.f 25.03.2015 at a total remuneration of Rs. 14,87,448/- (Rupees Fourteen Lakhs Eighty Seven Thousand Four Hundred and Forty Eight Only) Per Annum”

“RESOLVED FURTHER THAT subject to the applicable provisions of the Companies Act, 2013, in the event of loss or inadequacy of profits, in any financial year during the term of Appointment, the above mentioned remuneration shall be paid to Mr. Hariharan C K as and by way of minimum remuneration under schedule V of the Companies Act, 2013”

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013

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and Rules thereon, M/s. Vajralingam & Co., Cost Accountants, (Registration No. 101059), Hyderabad, be and is hereby appointed as Cost Auditors to audit the cost records maintained by the Company for the financial year ending March 31, 2016, on a remuneration of Rs. 70,000/- (Rupees Seventy Thousands only) excluding taxes as may be applicable, in addition to reimbursement of all out of pocket expenses, be and is hereby ratified.”

7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the Articles of Association which is available for public inspection at the Registered Office of the Company and on the company's website, be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company; RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to undertake all such acts, deeds, matters and things to finalize and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to enable this resolution, and to settle any question, difficulty or doubt that may arise in this regard.

8. To consider and, if thought fit, to pass with or without modifications, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the members be and is hereby accorded for entering into the related party transactions by the Company with the related party and for the maximum amounts per annum as mentioned herein below:”

Sl.No.

Names of the Related Party

TechtranOpthalmicsPrivate Limited

CommonDirectorship

Supply of lenses, job work and lease of property

800Dr. Jayaram ChigurupatiDr. T V Krishna RaoSri. K Harishchandra Prasad

Names of DirectorsInterested

Nature of relationship

Nature, material terms, monetary value and

particulars of the contract or arrangement

Amount (Rs. In Lacs)Per Annum

RESOLVED FURTHER THAT the Board of Directors be and is hereby severally authorized to

perform and execute all such acts, deeds, matters and things including delegate such authority, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto.”

decide upon the nature and value of the products, goods, materials or services to be transacted with Techtran Opthalmics Private Limited and to

By Order of the Board of Techtran Polylenses Limited

Sd/-Ranjith Kumar Shetty

Company SecretaryPlace: Hyderabad Date : 22.08.2015

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NOTES FOR MEMBERS:1. A member entitled to attend and vote at the meeting is entitled to appoint proxy/proxies to attend and vote instead of himself/ herself. Such a proxy / proxies need not be a member of the Company. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital of the Company.The proxy form duly completed and signed should be deposited at the Registered Office of the company not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of Companies, Societies etc. must be supported by appropriate resolution / authority, as applicable.2. The Register of Members and Share Transfer Books of the Company in respect of Equity

th rdShares will remain closed from Thursday 17 September 2015 to Wednesday 23 September 2015 (both days inclusive).3. Statement as required under section 102 of the Companies Act, 2013, in respect of special business is annexed hereto.4. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company's RTA viz. CIL Securities Ltd, Regd. Office: 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001 by enclosing a photocopy of blank cancelled cheque of your bank account. 5. M/s. CIL Securities Ltd, Regd. Office: 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001 is the Share Transfer Agent (STA) of the Company. All communications in respect of share transfers and change in the address of the members may be communicated to them. 6. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to the Share Transfer Agent/Company.7. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. 8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.9. Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facility. Members holding shares in dematerialized form may contact their respective depository participant(s) for recording nomination in respect of their shares.10. Ministry of Corporate Affairs has undertaken a "Green Initiative in Corporate Governance" and allowed companies to send documents such as Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., to the shareholders in electronic form instead of the paper form. Members are requested to send/ update their email address with

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their Depository or Registrar and Transfer Agents of the Company. th11. Electronic copy of the Notice of the 28 Annual General Meeting of the Company inter alia

indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the

thNotice of the 28 Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

th12. Members may also note that the Notice of the 28 Annual General Meeting and the Annual Report for 2015 will also be available on the Company's website www.techtranindia.com for their download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office in Hyderabad for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: [email protected]. All documents referred to in the accompanying Notice and Explanatory statement shall be open for inspection at the registered office of the Company during normal business hours (10.30 A.M to 12.30 A.M) on all working days except Saturdays up to and including the date of the Annual General Meeting.Pursuant to the requirements on the Corporate Governance under the listing agreement entered into with stock exchanges, the information about the Directors proposed to be appointed /re- appointed is given in the annexure to the notice.14. Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company is required to be transferred to the Investor Education and Protection Fund set up by the Government of India and no payment shall be made from that fund in respect of any such claims.

thThe Ministry of Corporate Affairs (MCA) on 10 May, 2012 notified the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. The objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends in respect of the financial years

th th2008-09 and 2012-13 as on the date of the 27 Annual General Meeting (AGM) held on 13 August, 2014, on the website of the IEPF viz. www.iepf.gov.in.Members who haven't yet encashed their dividend warrants for the financial year 2008-09 and onwards are requested to make their claims to the Company without any further delay. 15. Voting through electronic means:

a. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to

thprovide members facility to exercise their right to vote at the 28 Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).b. The Company has appointed Ms. N. Vanitha, Practicing Company Secretary as Scrutiniser for conducting the e-voting process for the Annual General Meeting in a fair and transparent manner.c. The facility for voting through polling paper shall be made available at the AGM and the

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members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

thd. The members who have cast their vote by remote e-voting prior to the 28 thAnnual General Meeting (AGM) may also attend the 28 Annual General

Meeting (AGM) but shall not be entitled to cast their vote again.16. The instructions for shareholders voting electronically are as under:

t h(i) The voting period begins on 20 September 2015 (9:00 am) andn dends on 22 Sep tember, 2015 (5 :00 pm) . Du r i ng t h i s pe r i od

shareholders' of the Company, holding shares either in physical formor in dematerialized form, as on the cut-off date of 16th September2015 may cast their vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date wouldnot be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use thefirst two letters of their name and the 8 digits of the sequencenumber in the PAN field.

In case the sequence number is less than 8 digits enter theapplicable number of 0's before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name isRamesh Kumar wi th sequence number 1 then enterRA00000001 in the PAN field.

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Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository orcompany please enter the member id / folio number in theDividend Bank details field as mentioned in instruction (v).

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PAN

DividendBankDetails ORDate of Birth (DOB)

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used

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by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant to Techtran Polylenses Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Note for Non – Individual Shareholders and Custodians

? Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register them selves as Corporates.? A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].? After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.? The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. ? A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]


Ranjith Kumar Shetty Company Secretary

Place: Hyderabad Date : 22.08.2015

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I. EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4Dr. Uma Devi Komath was appointed as an Additional Director w.e.f. February 13, 2015 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article 108 of Article of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Dr. Uma Devi Komath candidature for appointment as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013. The Board feels that presence of Dr. Uma Devi Komath on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 4 for adoption. Except Dr. Uma Devi Komath, being an appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the said resolution. The Board recommends resolutions under Item No. 4 to be passed as an ordinary resolution.Item No. 5As per Section 203 of the Companies Act, 2013, it is required to appoint a Managing Director/Whole Time Director/CEO/Manager who is considered as Key Managerial Person and will be responsible to manage the affairs of the Company on a full time basis. Taking into consideration the rich experience of Mr. Hariharn CK and in view of the relentless efforts and time devoted by him in contributing to the success of the organization, The Board of Directors have appointed Mr. Hariharan CK as Manager of the Company, for a term of one year at the remuneration stated in the resolution. The said appointment and remuneration has been recommended by the nomination and remuneration committee in their meeting held on 25.03.2015.The appointment and remuneration payable to Mr. Hariharan CK as Manager require the approval of the shareholders in general meeting by way of Ordinary Resolution in terms of provisions of Section 196(4) of the Companies Act, 2013. Hence the resolution is commended for your approval.Except Mr. Hariharan CK, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No.5.Item No. 6Pursuant to the recommendation of the Audit Committee, the Board of Directors had at its meeting

thheld on 28 May, 2015, approved the reappointment of the Cost Auditors, M/s. Vajralingam & Co., Cost Accountants, (Registration No. 101059), Hyderabad and remuneration payable to them, as set out in the Resolution under this Item of the Notice. In accordance with Rule 14 of Companies (Audit and Auditors) Rules 2014, the appointment of and remuneration payable to the Cost Auditors requires ratification by the Shareholders and hence this resolution is put for the consideration of the shareholders. None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested in the Resolution. Your Directors recommend the Resolution for your approval.Item No. 7The present Articles of Association (“AoA”) of the Company is based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Companies Act, 2013 (“the Act”). The Act is now largely in force with Rules thereon. On September 12, 2013, the Ministry of Corporate Affairs (“MCA”) had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections (barring those provisions which require sanction / confirmation of the National Company Law Tribunal (“Tribunal”). However, substantive sections of the Act which deal with the general working of companies stand notified. With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to

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wholly replace the existing AoA by a new set of Articles. The new AoA to be substituted in place of the existing AoA are based on Table 'F' of the Act which sets out the model articles of association for a company limited by shares. The Members attention is invited to certain salient provisions in the new draft AoA of the Company viz:(a) Existing definitions have been aligned with the Act; (b) new provisions relating to appointment of chief executive officer and chief Financialofficer, in addition to manager and company secretary; ( c) new provisions relating to appointment of a person as Chairperson and ManagingDirector or Chief Executive Officer; (d) existing articles have been streamlined and aligned with the Act; (e) the statutory provisions of the Act which permit a company to do some acts “if so authorized by its articles” or provisions which require a company to do acts in a prescribed manner “unless the articles otherwise provide” have been specifically included. The proposed new draft AoA is being uploaded on the Company's website for perusal by the shareholders. The proposed new draft AoA is also available for inspection at the Registered Office of the Company on all working days, except Saturdays, between 10.00 a.m. and 12.30 p.m up to the date of AGM. None of the Directors, Key Managerial Personnel of the Company or their relatives are deemed to be interested or concerned in the said Special Resolution. The Board of Directors of the Company recommends the Resolution to be passed as a Special Resolution as set out in Item No. 7 of the accompanying Notice for approval of the members.Item No. 8Techtran Ophthalmics Private Limited is a subsidiary of the Company and a related party within the meaning of Section 2(76) of the Companies Act, 2013 and Clause 49 – VII (B) of the Listing Agreement. In terms of proviso of Clause 49 – VII (C) of the Listing Agreement, the contracts/arrangements/transactions relating to transfer or receipt of products, goods, materials, services with Techtran Ophthalmics Private Limited are material in nature as these transactions are likely to exceed 10%of annual consolidated turnover of the company as per the last audited financial statements of the Company as on March 31, 2015. Therefore in terms of Clause 49 –VII (E) of the Listing Agreement, the contracts / arrangements / transactions with Techtran Ophthalmics Private Limited requires the approval of shareholders of the Company who are unrelated vis-a-vis the subject matter of contract by a Special Resolution.The particulars of contracts/arrangements/transactions are as under: (a) Name of Related Party : Techtran Ophthalmics Private Limited(b) Name of Director or Key Managerial Personnel who is related :

common board members. (C) Nature of relationship: Techtran Ophthalmics Private Limited is a subsidiary of the Company.(d) Material Terms of contracts/arrangements/transactions : Supply of lenses, job works, lease of property on arms length basis. (e) Monetary value : Estimated amount around Rs. 8 Crores every Financial Year.(f) Any other information relevant or important for the members to make a decision on proposed transaction: None. The Board of Directors therefore recommends the resolution as set out in Item No. 8 of the Notice for approval of shareholders of the Company who are unrelated vis-a-vis the subject matter of contract by a Special Resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives except

(who are common board members) concerned or interested, financially or otherwise, in the said Resolution.

Dr. Jayaram Chigurupati, Dr. T V Krishna Rao and Sri. K Harishchandra Prasad are

Dr. Jayaram Chigurupati, Dr. T V Krishna Rao and Sri. K Harishchandra Prasadare


Ranjith Kumar Shetty Company Secretary

Place: Hyderabad Date : 22.08.2015

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Information in respect of Directors seeking appointment / re-appointment as required under Clause 49 VIII(E) of the Listing Agreement:

Name of the Director Dr. Jayaram Chigurupati Dr. Uma Devi Komath

Date of first appointment 07/12/2010 23/02/2015

Date of Birth / Age

Expertise in specific Functional areas

Educational Qualifications

Chairman/Member of the Committee of the Board of Directors of the Company

Nil Nil

M.Sc in Biochemistry (1984, Hyderabad Central University), Ph.D. in ProteinChemistry (CCMB)

Master of Science in Life Sciences, Masters inBusiness Administration from Cornell University and a Ph.D. in Biochemical Genetics

Health Care,Business Administration

Health Care, R&D

10/01/1963 27/06/1962

List of Directorships,Committee Chairmanship of other companies as on August 22, 2015

1. Credence Infrastructure

Limited

2. Techtran Ophthalmics

Private Limited

3. Hemarus Therapeutics

Limited

4. Coastal Local Area Bank

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5. Chigurupati Saisriram

Enterprises Private

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6. Trimurti Plant Sciences

Private Limited

7. Novarus Discoveries

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8. Narayana Infra Projects

India Limited

1. Hemapure Dialysis Centers Private Limited

2. Lucid Entertainment Private Limited

3. Hemarus Therapeutics Limited

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(100% EOU)

DIRECTORS' REPORT

To

The Members,thYour Directors take pleasure in presenting the 28 Annual Report of the Company on the

business and operations of the Company along with the Audited Balance Sheet and Statement stof Profit & Loss Accounts for the year ended 31 March, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2015 is summarized below:

Export Sales

Domestic Sales

Total

Other Income

Profit before Interest,

Depreciation and Tax

Interest & Financial Charges

Depreciation & other Write-Offs

Net profit/(Loss) for the year

Provision for Taxes

Profit /(Loss) after Tax

2,187.83

627.62

2,815.45

79.35

465.12

60.62

129.25

275.03

100.22

174.81

2,184.54

1,163.90

3348.44

69.17

266.43

60.62

196.22

9.59

123.25

-113.66

1322.75

431.79

1,754.54

76.58

-374.64

88.20

136.89

-599.72

4.67

-604.39

1348.16

936.15

2,284.31

61.49

-136.29

88.20

251.32

-475.81

7.62

-483.43

PARTICULARS STANDALONE

2014-2015 2013-2014 2014-2015 2013-2014

CONSOLIDATED

(Rs. in Lakhs)

SALES

2. FINANCIAL CONDITION AND REVIEW OF OPERATIONS:Management Discussion and Analysis of Financial Condition and Results of Operations of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report (Annexure – I)The Board of Directors and Management reviewed the progress of company at regular intervals, as required.

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd and Techtran Lenses Inc are the subsidiary of your company and pursuant to Accounting Standard, AS-21 of the Institute of Chartered Accountants of India, the enclosed Consolidated Financial Statements include the financial information (relating) to the subsidiaries.The annual accounts of the Subsidiary and the related detailed information shall be made available to members seeking such information at any point of time. The annual accounts of the Subsidiaries shall also be kept for inspection by any of the members at the administrative and registered office of the company.The statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures are annexed hereto in form AOC- 1 and forms part of the Report (Annexure-VI). During the period under review no company has ceased to be subsidiaries/ Joint Ventures

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or associate Companies of our Company and no other new Companies have became subsidiaries /joint ventures or Associates of to our company

4. FIXED DEPOSITS: Your Company has not accepted any fixed deposits covered by the provisions of Section 73 of the Companies Act, 2013 and the Rules framed there under and as such no principal or interest was outstanding as on the date of the Balance Sheet.

5. DIVIDENDS:With a view to retain the internal accruals for operations and business activities of the Company, the Board of Directors decided not to recommend dividend for the year ended march 31, 2015.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. INTERNAL CONTROL SYSTEM AND ITS ADEQUACYThe philosophy we have with regard to internal control systems and their adequacy has been formulation of effective systems and their strict implementation to ensure that assets and interests of the Company are safeguarded; checks and balances are in place to determine the accuracy and reliability of accounting data. The Company has a well defined organization structure with clear functional authority, limits for approval of all transactions. The Company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. Company updates its internal control system from time to time, enabling it to monitor employee adherence to internal procedures and external regulatory guidelines.

8. BOARD OF DIRECTORS:In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Jayaram Chigurupati retires by rotation and being eligible, has offered himself for re-appointment.DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:Sri. Hemang Harish Raja has resigned from the Board of the Company during the period under review. The Board places on record its gratitude for the services rendered by Mr. Hemang Harish Raja during his tenure as member of the Board.

thDr. Uma Devi Komath was inducted as an additional director with effect from 13 February, 2015 and holds office upto ensuing annual general meeting of the Company. The Company has received notice from a member pursuant to Section 160 of the Companies Act, 2013, signifying the intention to propose the candidature of Dr. Uma Devi Komath for the office of director.

stSri. Jagan Mohan Vedantham was inducted as an additional director with effect from 21 April, 2015.Sri Devendra Patil has resigned as the Chief Executive Officer of the Company with effect

stfrom 31 July 2014 and Sri. Hariharan CK was appointed as Manager of the Company with theffect from 25 March 2015.

thSri Jampala Muralidhar was appointed as Chief Financial Officer with effect from 13 February 2015.Sri. Satish Choudhury has resigned as the Company Secretary of the Company with effect

thfrom 07 August 2014 and Sri. Ranjith Kumar Shetty was appointed as Company Secretary thwith effect from 13 February 2015.

The brief resume/details relating to directors who are to be appointed/re-appointed are furnished in the explanatory statement to the notice of the ensuing annual general meeting.

9. AUDITORS:9.1 STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on

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(100% EOU)

rotation of audit firms, and based on the recommendation of the Audit Committee and the Board, M/s. M. Anandam & Co., Chartered Accountants, Hyderabad were

thappointed in the last Annual General Meeting held on 13 August 2014 as Statutory Auditors of the Company to hold office form the conclusion of the said Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of the shareholders at every Annual General Meeting.

9.2 INTERNAL AUDITORS:The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. B. Srinivasa Rao & Co, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

9.3 COST AUDITORS:In accordance with Section 148 of the Companies Act, 2013 read with Companies (cost records and audit) Rules, 2014 and Companies (cost records and audit) Amendment Rules, 2014, the Audit Committee has recommended and the Board of Directors had appointed M/s. Vajralingam & Co., Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2015-16.

9.4 SECRETARIAL AUDITORSPursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P S Rao & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith and forms part of the Report as “Annexure V”.

10. DIRECTORS RESPONSIBILITY STATEMENT:As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to the “Directors' Responsibility Statement” and confirm as under:I] That in the preparation of the annual accounts, the applicable accounting standards

have been followed along with proper explanation relating to material departures;ii] That the directors have selected such accounting policies applied them consistently

and made judgments and estimates that are 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 or loss of the company for that period;

iii] That the Directors ensured that proper and sufficient care was taken in the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv] That the annual accounts are prepared as an ongoing concern basis.iv] That the directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating effectively.

11. UNCLAIMED DIVIDENDSAs per the provisions of Section 125 of the Companies Act, 2013, dividends remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be credited to the IEPF. Accordingly, an amount of Rs. 5,88,673/- being unclaimed dividend pertaining to the financial year 2006-07 was transferred to the Investor Education and Protection fund (IEPF) and unclaimed dividend amounting to Rs. 7.69 Lakhs in respect of the financial year 2008-09 is due for transfer to IEPF in October, 2016. In terms of said section, no claim would lie against the Company or the said

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(100% EOU)

fund after the said transfer.As at March 31, 2015, dividend amounting to Rs. 20.39 Lakhs has not been claimed by shareholders.Those shareholders who have not encashed their warrants so far are requested to send their claims for payment, by giving the details in the attached format to the Company. Lists of shareholders to whom dividends remain unpaid are available on the website of the Ministry of Corporate Affairs. Please note that As per Section 124(6) of the new Companies Act, 2013 the shares held in respect of the unpaid dividend has also to be transferred to demat account maintained under Investor Education and Protection Fund account.

12. PARTICULARS OF EMPLOYEES: Information required under Section 134 of the Companies Act, 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be treated as ̀ NIL' as none of the employees fall under the purview of the provisions provided under the Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 who's details are required to be disclosed.A statement pursuant to the Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith annexed as 'Annexure VIII' to this report.

13. TRANSFER TO RESERVESDuring the financial year under review, there were no transfers to reserves.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:The statement giving particulars with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules 2014 is annexed hereto and forms part of the Report (Annexure-II).

15. CORPORATE GOVERNANCE:The Company has been making every endeavor to bring more transparency in the conduct of its business. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report (Annexure–III).

16. DEMATERIALISATION OF SHARES:Your Company's equity shares have been under compulsory dematerialized trading for quite some time and is registered under code ISIN 1NE 020C01016. Shareholders may contact the Registrars for Dematerialization, namely, CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500 001, Telephone Nos.040-23203155/040-23202465, email: [email protected] / [email protected] for further details, if any.

17. LISTING:Your Company's shares are listed in the BSE Limited (BSE).

18. RELATED PARTY TRANSACTIONAll the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Agreement.There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.The policy on dealing with related party transactions is available on the website of the Company (URL: http://www.techtranindia.com/investors-information.html).

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(100% EOU)

The particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is annexed hereto in Form AOC-2 and forms part of the Report (Annexure-VII).

19. EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure V”.

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:All the Independent Directors have submitted declarations to the company to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

21. ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.? No of complaints received : Nil? No of complaints disposed off : Nil

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle Blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. The policy on vigil mechanism is available on the website of the Company (URL: http://www.techtranindia.com/investors-information.html).

24. NOMINATION AND REMUNERATION COMMITTEE In accordance with Section 178 of the Companies Act, 2013 and as per the requirements of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014), the Board of Directors of the Company have approved the change in nomenclature of the Remuneration Committee to Nomination and Remuneration Committee and have revised their role as under:The revised role of the Nomination and Remuneration Committee, inter-alia, includes the following:? Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.? Formulation of criteria for evaluation of Independent Directors and the Board;

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? F o r m u l a t i o n o f t h e c r i t e r i a f o r d e t e r m i n i n g q u a l i f i c a t i o n s , positive attributes and independence of a director and recommend to the Boarda policy, relating to the remuneration of the directors, key managerial personneland other employees;

? Devising a policy on Board diversity;25. RISK MANAGEMENT POLICY:

The company has adopted a Risk Management Framework for the company, including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

26. EQUITY SHARES IN THE SUSPENSE ACCOUNTYour Company is not having any shares lying in the suspense accounts in terms of Clause 5A(I) and Clause 5A(II) of the Listing Agreement.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. MATERIAL CHANGES AND COMMITMENTS:There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company and the date of this report.

29. CORPORATE SOCIAL RESPONSIBILITYDuring the year under review, our Company has not come under the purview of the Section 135 of the Companies Act, 2013 as the Company has not crossed limit of Net worth or Turnover or Net profit as specified in the provisions of Section 135 of the Companies Act, 2013.

30. CAUTIONARY STATEMENTStatements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

31. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation to the Employees, Staff and Officers of your company for their hard work, dedication and commitment.Your Directors gratefully acknowledge the valuable support, guidance and assistance provided by the Financial Institutions, viz., Exim Bank.Your Directors also express their gratitude to the Shareholders of the company for the confidence reposed in the management.

On behalf of the Board ofTechtran Polylenses Limited

Dr. Jayaram ChigurupatiChairman

Place: HyderabadDate: 11/08/2015

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ANNEXURE - IMANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

(A) INDUSTRY STRUCTURE AND DEVELOPMENTAccording to a recent market study, 65% of the world population is affected by visual disorders however only 26% currently have corrective equipment. It is estimated that 28% of the Indian population requires some sort of vision correction. The market size for ophthalmic lenses is approximately 900 million lenses each year. Your Company is engaged in the manufacture and sale of hard resin (plastic) ophthalmic lenses. These lenses are mainly exported overseas and sold partly in the domestic market.The demand for eye glasses is driven by demographics, fashion and changing healthcare practices. Aging population is increasing the demand for eye exams and glasses. Eye care has evolved from age-related vision disorders to cosmetic concerns. Nowadays spectacles are considered as personality enhancers and fashion accessories. Changing lifestyles and activities that affect eyes have led to the increased use of tinted spectacle lenses, progressive lenses and photo chromatic lenses.(B) OPPORTUNITIES, THREATS, RISKS AND CONCERNS.The Company's products have been enjoying consistently good brand image and loyalty from the consumers for the past several years. There is a huge upside in the domestic market due to continuous shift from glass to plastic. The ratio of glass to plastic in India is 50:50 as compared to 10:90 in the rest of the world. Moreover, increased awareness and spending capacity of an average Indian is on the rise which will hopefully result in increased buying.There is a huge demand for progressive lenses. The Company needs to tap into this market with good designs and aggressive marketing. The company plans to introduce free forming lenses as an addendum to the casting progressives. Free forming lenses gives the Company an edge in the number of designs that we could offer.The demand for lenses with high refractive index of 1.60 and 1.67 is picking up in the domestic market. The Company with its imminent launch in both 1.60 and 1.67 index plans to capitalize on these fast growing segments.The Company has launched polarized lenses for the high-end segment and the youth with good realizations.The Company is looking forward to further tolling contracts with some major customers, to ensure a steady capacity utilization and buffer against possible uncertainties at the Market place.Aggressive competition from major international brands and Chinese products will continue to be the main challenge that the Company is facing. Photochromatic lenses from leading multinationals and from better Chinese manufacturers are the largest threats to our brand due to the perception gaining ground in many markets as product differentials are whittling down.Due to this reason, the Company is seeing a fall in photochromatic lens shipments. The Company has developed on an alternative aggressively priced photo chromatic lens to fill this increasing void, as our company is largely dependent on photochromatic lenses to drive the bottom lines and any sudden fall in this segment could severely impact the Company.(C) SEGMENT WISE OR PRODUCT WISE PERFORMANCE:The Company is engaged in the manufacturing of plastic ophthalmic lens, which is the only segment in the Company. Hence, the results for the year under review pertain only to this activity. (D) OUT LOOK:During the current financial year under review, the market for ophthalmic lenses continues to felt the impact of worldwide economic slowdown although; the situation has stabilized to a certain extent. However, as an insurance against the sluggish export market, we will be focusing on the domestic market with renewed vigour to balance the decline by ramping up volumes.Barring the aforesaid deterrents, the company does not foresee any major threats to its growth and market share in the coming years and the Company does not foresee any technological

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obsolescence for its products. Overall, the export markets should be stable and the Company expects a good upside in the domestic front. The road ahead is indeed challenging both from within and at the market place. The Company has planned a special focus to strengthen its marketing elements and build a strong brand. Other important dimensions like quality and service levels will continue to get the attention from the highest level of management.With its productive capacities ramped up and a new 3 year union agreement in place, the additional production will help to meet the growing demand for Techtran Export customers.The Company's strategy is to first create a strong marketing team and do aggressive branding building of both the Company and its products. The Company has identified that one of the key product lines to achieve this goal will be the progressives lenses since they will not only add to the bottom line but are a natural progression to slowly replace the age old “Bi-focals”. Its umbrella brand 'VARTEK' is now given fresh fill up with newer and contemporary Point of sales and In store merchandise elements. This surely has caught the eye balls of both the end customers and equally importantly of the eye care professionals (optical retails stores and their management).The Company is aggressively pursuing new technologies like polarizing lenses which is addressed to the niche high end markets especially the youth both in exports and domestic markets. We have set up a state of the art manufacturing facility within the existing factory to manufacture niche products like MR-8, MR-7 and Polarised lenses.Techtran Ophthalmics Private Limited referred as 'TOPL', a subsidiary of the Company currently has 11 surfacing laboratories that are operational. All the laboratories are equipped with state of the art CNC machines along with hard coating equipment. Besides, TOPL has launched a programme to upgrade some of the existing labs by installing free form and AR Coating machines which will greatly increase the profitability. (E) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYThe Company has an extensive system of internal controls to ensure that all of its assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly. The Company has engaged the services of an independent firm of Chartered Accountant to carry out the internal audit and ensure that recording and reporting are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system. The Company is aimed at implementing an internal control system that is geared towards achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws and regulations.(F) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCEThe financial performance during the year under reference has been sluggish in terms of sales. Your company has produced 8,21,520 lenses during the current financial year and sold 8,77,848 lenses as compared to the production of 14,77,421 lenses and sales of 14,82,174 lenses in 2013-2014.The export sales went down by Rs. 865 Lakhs while the domestic sales went down by Rs. 220 Lakhs over the previous year. The net sales have decreased by about Rs. 1060 Lakhs over the previous year. (G) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.As on March 31, 2015 the company had 239 permanent employees at its manufacturing plants and administrative office. The company recognizes the importance of human value and believes that the quality of its employees is the key to its success. It is committed to providing necessary human resource development and training opportunities to equip them with necessary skills, which enables them to adapt to contemporary technological

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advancements and ensures that proper encouragement both moral and financial is extended to employees to motivate them.Employee relations during the year continued to be cordial and your company is committed to maintaining good relations.(H) RISKS & CONCERNS AND RISK MITIGATION The Company has a robust and well-structured risk management system in place. The company is responsible for and ensures Effective Risk Management including risk identification and mitigation. A team of professionals are given responsibility of each location to analyze risk and assess the potential concerns and address the same to mitigate the risks. The Company has a systematic risk identification and mitigation framework in place, there are certain business risks, which are external and intrinsic to the company. Over these risks the company has very little control. Some of these include a general downturn in market demand conditions, escalation in raw material prices/ Risk of Forex fluctuations and changes in regulatory frameworks in India and elsewhere. CAUTIONARY STATEMENT:Statements in the management's discussion and analysis report, which seek to describe the company's objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" and are stated as required by applicable laws and regulations. Actual results could differ from those expressed or implied. Many factors including global and domestic demand-supply conditions, prices, raw-materials availability, technological changes, changes in government regulations and policies, tax laws and other statutes may affect the actual results, which can be different from what the Directors' envisage in terms of future performance and outlook.



Place: HyderabadDate: 11/08/2015

ANNEXURE - IIANNEXURE TO THE DIRECTORS' REPORT UNDER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 20141. CONSERVATION OF ENERGY:(a) The steps taken or impact on conservation of energy:.

The Company continues to implement various programs taken up in the previous years such as (1) power factor improvement (2) auto start of DG Set (3) solar hot water system and recycling of effluent water, etc. Improvised and comfortable air cooling with water sprays, instead of power intensive air conditioning is installed at the new office building. The old Central A.C. Plant is taken out of service and replaced with energy efficient, decentralized package units.

(b) The steps taken by the company for utilising alternate sources of energy:The Company has installed Solar Hot Water Panels at the new subsidiary facility to meet the hot water requirements and reduce power consumption

(c) The capital investment on energy conservation equipments:The old 620 KVA DG set is replaced with new 600 KVA Caterpillar DG set. As a result of this the conversion rate of power generated per ltr of diesel has improved from 2.3 units to 3.5 units.

(d) Total energy consumption and energy consumption per unit of production:DETAILS OF CONSERVATION OF ENERGY, POWER AND FUEL CONSUMPTION ELECTRICITY:

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(I)Purchased units - 8,06,301Total amount - Rs.74,35,675/-Rate per Unit - Rs.9.60

(ii) AP Gas Power CorporationPurchased units - 6,34,105Total amount - Rs.26,86,180Rate per Unit - Rs.4.24

(iii) Own Generation Diesel Generation Units - 1,66,280Total amount - Rs.28,60,794Rate per Unit - Rs.17.21

TSSPDCL

2. TECHNOLOGY ABSORPTION:a. RESEARCH AND DEVELOPMENT:1. Specific areas in which R&D carried out by the company:

1.60 index (MR-8) lens casting.1.67 index ( MR-7) lens castingPolarized Lens Casting.Chameleon photochromic lensesImproved hard coatingCompact Kryptoc bifocal lenses.Whole range of Compu lenses

2. Benefits derived as a result of the above R&DThe efforts helped the company to remain in business on a competitive basis, withcontinuous improvement and climb up value chain.

3. Future plan of actionContinue the efforts on ongoing business / process up-gradation and cost reductionprograms. The cost effective version of sunsensor is under development which maycater the cost sensitive markets which look for economically priced brandedphotochromic lenses.

b. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:The Technologies imported from Italy and U.S.A has been fully absorbed and the Company's production rate is sufficient enough to meet the customer orders and supply on time. The quality and yields of lenses are comparable to the World Leaders in the Industry. The Indian Technicians are fully trained in all operations. The company has developed several products such as 1.60 & 1.67 index lenses, Polaroid lenses, Chameleon Photochromic lenses and Compact Kryptoc bifocal lenses. The Hard Coating Plant was redesigned and modified to include primer coating. The polymerisation cycles are developed to reduce the pre-release and other process losses. With the assistance of Mitsui chemicals Japan, MR lens manufacturing process is succesfully established. The facility for the casting of MR lenses and the Polaroid lenses is built and the related equipments are installed

3. FOREIGN EXCHANGE EARNED AND USED:(a) Activities relating to exports; Initiatives taken to increase exports;

Development of new markets for products and services; and Exports plans:Company is a 100% EOU. Plastic Ophthalmic Lenses are sold in bulk in International Markets constituting about 75.38% of net turnover and the remaining in Domestic Markets. Our own brands 'VARTEK' (Progressives), etc, are getting popular in markets. New Brands and new products are being introduced for better value addition, as an ongoing process, from time to time. Strategic market tie-ups in Middle East, Africa and South America are being pursued.

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(b)The company has earned Rs. 133.09 Million (FOB Value) in Foreign Exchange and used Rs. 89.31 Millions. This amount includes Foreign Exchange used for import of Raw Materials, Stores & Spares and payment for Foreign Travel, trade fairs etc.

On behalf of the Board of Techtran Polylenses Limited


Place: HyderabadDate: 11.08.2015

ANNEXURE –III

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED MARCH 31, 2015

Corporate Governance is based on the principles of Integrity, Fairness, Equity, Transparency, Accountability and Commitment to Values. Good governance practice stem from the culture and mindset of the organization. As stakeholders across the globe evince keen interest in the practices and performance of companies, Corporate Governance has emerged on the center stage. Keeping in view the Company's Corporate Traditions, it endeavours to implement the Best Corporate Governance practices by adhering to the well-defined Policy framework.

The Company continuously reviews its policies and practices of Corporate Governance with a clear goal not merely to comply with statutory requirements in letter and spirit but also to implement the best international practices of Corporate Governance, in the overall interest of all the stakeholders. The Company recognizes that Good Corporate Governance is a continuing exercise and reiterates its commitment to pursue the highest standards of Corporate Governance in the overall interest of all the stakeholders.

The Company's Governance framework is based on the following main principles:

GConstitution of a Board of Directors of appropriate composition, size andcommitment to discharge its responsibilities and duties.

GEnsuring timely flow of information to the Board and its Committees to enable them to discharge their functions effectively.

GIndependent verification and safeguarding integrity of the Company's financial reporting.

GA sound system of Risk Management and Internal Control.

GTimely and balanced disclosure of material information concerning the Company to its stakeholders.

GTransparency and Accountability.

GCompliance with the applicable Laws and Regulations.

GFair and equitable treatment of its Employees, Customers, Shareholders, Investors and Other stakeholders.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchange (Clause 49) and some of the best practices followed internationally on Corporate Governance, a report containing the details of governance systems and processes at TECHTRAN POLYLENSES LIMITED'S is as under:

1. TECHTRAN POLYLENSES LIMITED'S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company's philosophy on Corporate Governance envisages attainment of the highest levels

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(100% EOU)

of transparency, accountability and equity in all facets of its operations, and in all interactions with its stakeholders including shareholders, employees, lenders, Government and society at large.

The Company is committed to achieve and maintain the highest international standards o f Corporate Governance. The Company believes that all its actions must serve the underlying goal of enhancing shareholder value over a sustained period of time.

2. BOARD OF DIRECTORS - COMPOSITION OF THE BOARD

The Board of Directors consists of 6 Directors viz., One Non Executive Chairman & Promoter Director, Two Non Executive Directors and Three Non-Executive Independent Directors. The Composition of the Board is in conformity with Clause 49 of the Listing Agreement being, as half of the Board comprising of Independent Directors.

The routine affairs of the Company are managed by the Manager appointed by the Company. The Board approves reviews and oversees the functions of the Management to ensure that the Long-term objective of maximizing profits and enhancing stakeholders' value to achieve.

The brief profile of your Company's Board of Directors is as under:

A. DR. JAYARAM CHIGURUPATI : Non-Executive Chairman

Dr. Jayaram Chigurupati joined the Board of Directors of Techtran Polylenses Limited in December, 2010 and currently serves as Non-executive Chairman. Dr. Chigurupati is an entrepreneurial, interdisciplinary businessman with interests primarily in healthcare and financial service. Dr. Chigurupati has a Ph.D. in genetics and an MBA from Cornell.

Dr. Jayaram is either a promoter / controlling shareholder/CEO of the following entities.

BiopharmaceuticalsZenotech Laboratories Limited (www.zenotechlabs.comHemarus LLC (www.hemarus.com)

Agriculture and Crop GeneticsTrimurti Plant Sciences (www.trimuti.in)

OpthalmicsTechtran Polylenses Limited (www.techtranindia.com)

Financial Services

Coastal Local Area Bank Limited (www.coastalareabank.com)First Bank of the Palm Beaches (www.firstbankpb.com)Cypress Trust Company (www.cypresscapitalgroup.com

Media and EntertainmentExpress TV (www.expresstv.in

Shareholding in the Company: NIL

B. SRI. K.HARISHCHANDRA PRASAD: Non – Executive Independent DirectorMr.K.Harishchandra Prasad was born in 1952 and did his B.Tech (Chemical Technology) from Madras University, Chennai, India and MS (Chemical Engineering) from Washington University, St.Louis, USA and also M.B.A. (Special Emphasis on Finance) from St.Louis University, St.Louis, USA. He is the Managing Director of M/s.Lakshmi Finance & Industrial Corporation Ltd., Hyderabad from 1985 onwards. Prior to current position, he had 7 years of experience in the manufacturing industries of USA. He is on the Board of several companies and was the past President of FAPCI, Hyderabad. He has been on the Board of Techtran Polylenses Ltd., since December, 2010.


24


(100% EOU)

C. DR. T V KRISHNA RAO : Non – Executive DirectorstDr T V Krishna Rao was born in 1 January 1931. He did his MBBS, DLO and MS from

Andhra Medical College, Guntur. He was Famous E N T Specialist in Hyderabad and Founder President of a popular International Social Welfare Organization of Secunderabad (Local Branch) and did commendable social work, specially for the Home for the Aged.

Actively associated with the Association of Otolaryngologists of India Hyderabad and Andhra Pradesh Branches for the last 25 years. Conducted many workshops, CME programmes and conferences with faculty both from our Country and many Countries abroad. These programmes have immensely helped both the junior and Senior Colleagues in the specialty to improve their knowledge and expertise.

Actively associated with the Association of Otolaryngologists of India Hyderabad and Andhra Pradesh Branches in organizing Free Ear, Nose and Throat Camps in Rural Areas of Andhra Pradesh to diagnose E.N.T., ailments (Deafness and Cancer Diseases) and treat them. This also involves distributing Health Literature on E.N.T., ailments (Deafness and Cancer Diseases) and their prevention, and familiarizes the people living in Villages about the various diseases. He joined the Board of Techtran Polylenses Ltd., in December, 2010.

Shareholding in the Company: 2,28,179 equity shares of Rs. 10/- each

D. DR. DENIS BROUN : Non – Executive Independent Director

Dr. Denis Broun obtained his Masters in Biomathematics (1977) and Medical Doctor Degree (1981) from the University of Paris. He then specialized in Tropical Medicine from Institute Leon Mob, University of Paris, 1982. He is also Diploma cum magna laude of the Paris Institute of Political Sciences, 1984.

Denis Broun is presently the UNAIDS Regional Director for Europe and Central Asia. He earlier assignment was UNAIDS Country Coordinator, India. He has an extensive background in donor coordination and more than 15 years of experience in public health. His previous positions as Program Manager and then as Director of Department of Resource Mobilization at WHO (1998 to 2000), Chief of Health and Special Advisor to the Executive Director at UNICEF (1996 and 1998), Health Financing Specialist and Senior Health Specialist at the World Bank (1991 and 1996) have involved inter-agency communication and coordination in fields ranging from infectious diseases to child health. Dr. Broun has also managed all aspects of health policy planning and development. He has extensive experience in project design and management.

Dr. Broun has particular expertise in public/private partnerships and private sector collaboration, donor coordination, and has extensive international experience. He joined the Board of Techtran Polylenses Ltd., in December, 2010.


E. DR. UMA DEVI KOMATH: Non – Executive Director

Dr. Uma Devi Komath has MSc in Biochemistry (1984, Hyderabad Central University), Ph.D in Protein chemistry (CCMB), DBT Post Doc fellow and CSIR Research Associate with a combined post doctoral experience of 4 years.

She worked as Vice President (Research and Technical Services) at Zenotech Laboratories Ltd and Successfully oversaw three recombinant therapeutic proteins through development, production, regulatory approvals and commercial launch (G-CSF, GM-CSF, IL-2; brand names Nugraf, Macrogen and Recil respectively) and two biosimilar monoclonal antibodies (Rituximab and Etanercept) till clinical trials stage.

She also worked as Senior Manager, Biotech R&D at Dr. Reddy's Laboratories Ltd. And conducted and trained a team for protein purification activities forvarious biosimilar

25


(100% EOU)

therapeutic proteins like Filgrastim (G-CSF), GH, EPO, GM-CSF and TNF alpha and diagnostic proteins like HIV p24 and gp41 and initiated proteomic profiling of cancer tissues at Zenovus (a subsidiary of DRL). She has joined the Board of Techtran Polylenses Limited in February, 2015.

Shareholding in the Company: 37,183 equity shares of Rs. 10/- each

F. SRI. JAGAN MOHAN VEDANTHAM: Non – Executive Independent DirectorthSri. Jagan Mohan Vedantham was born on 14 August, 1955. He holds a Master in Business

Administration from Osmania University. He is a professional banker, with more than three decades of experience in varied positions including as Chief Executive.

Besides working in various positions in State Bank of India for a period of 28 years including the head of Hyderabad Main branch, he worked as Chairman and CEO of Kakatiya Grameena Bank, a Regional Rural Bank, and Managing Director of Coastal Local Area Bank Ltd, Vijayawada and Managing Director of AP State Cooperative Bank Ltd, Hyderabad.

He is a guest speaker and guest faculty for many Engineering and Management colleges/institutions including IIM, Indore. He contributed many articles on subjects like Rural Credit, in leading news Papers.


BOARD MEETINGS, ITS COMMITTEE MEETINGS AND PROCEDURES:

INSTITUTIONALIZED DECISION MAKING PROCESS:

With a view to institutionalize corporate affairs and set up systems and procedures for advance planning for matters requiring discussions/decisions by the Board, the Company has defined Guidelines for the meeting of the Board and the Committee thereof. These Guidelines seek to systematize the decision-making process at the meeting of the Board/Committees in an informed and efficient manner.

A. SCHEDULING AND SELECTION OF AGENDA ITEMS FOR BOARD MEETINGS:

(i) Minimum four Board Meetings are held every year, which are prescheduled. Apart from the above, additional Board Meetings are convened by giving appropriate notice to address the specific needs of the Company. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

(ii) All departments of the Company are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion /approval/ decision at the Board / Committee meetings.

(iii) The Information placed before the Board includes:

Business plans, capital budgets and any updates.Quarterly results of the Company.Minutes of the Meetings of the Audit Committee and other Committees ofthe Board, and also resolution passed by circulationThe information on recruitment and the remuneration of senior officers.Materially important show cause, demand, prosecution and penalty notices.Delegation of administrative powers/ authority to the management.The information on financial obligation and disciplinary action.Any issue, which involves possible public liability claims of substantialnature, including any judgment or order / strictures passed on the conductof the Company or any adverse view etc.Enterprise that may have negative implications on the Company.

GGG

GG

GGG

G

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(100% EOU)

Significant employees' problems and their posed solutions.

Any significant development in Human Resources.

Compliance of regulatory, statutory or listing requirements andshareholders services.

Major Accounting provisions.

Quarterly summary of all long term borrowings made, bank guarantees issued and investments made.

Status of the business risk exposures, its management and its related actionplans.

Making investments of surplus funds.

Proposals for investment, mergers and acquisitions.

Recommendation / declaration of dividend.

General notices of interest of Directors.

Terms of reference of Board Committees.

The Chairman of the Board and the Compliance Officer in consultation with themanagement, finalize the agenda papers for the Board Meetings.

A. Board Material:

In the defined formats Agenda and Notes on Agenda are circulated to the Directors in advance. All material information is incorporated in the Agenda papers for facilitating meaningful and focused discussions at the meeting. Where any documents to the Agenda are not attached the same is tabled before the meeting with specific reference in the Agenda. In special and exceptional circumstances, additional or supplementary item(s) on the Agenda are added on permission.

B. Recording Minutes of proceedings at Board and Committee meetings:

Draft minutes are circulated to all the Members of the Board /Committee for their comments. The final minutes are entered in the Minutes book within 30 days from the conclusion of the meeting.

C. Post Meeting Follow-up Mechanism:

The Guidelines for the Board and the Committee Meetings facilitate in effective post meeting follow-up, review and reporting process for the decision taken by the Board and the Committees thereof. Action Taken Report / appraisal on the decisions and minutes of the previous meeting of the Board /Committee is put for noting before the Board/ Committee.

D. Compliance:

The Compliance Officer while preparing the Agenda, Notes on Agenda, Minutes etc. of the Meeting (s), is responsible for and is required to ensure adherence to all the applicable laws and regulations including the Companies Act, 2013 read with the Rules issued there under and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

2. ATTENDANCE OF DIRECTORS OF BOARD MEETINGS AND NUMBER OF OTHER DIRECTORSHIP(S) AND CHAIRMANSHIP(S)/MEMBERSHIP(S) OF COMMITTEES OF EACH DIRECTOR IN VARIOUS COMPANIES :

Above information as on March 31, 2015 or for the year 2014-2015, as applicable, is tabulated hereunder

G

G

G

G

G

G

G

G

G

G

G

27


(100% EOU)

Name of the Director Category

Attendance at Meetings during

2014-15Board

MeetingsPrevious

AGM Membeships Chairmanships

No. of other Directorship(s)*

Held as on 31.03.2015

No.of Membership(s)/ Chairmanship(s)

Committees of other companies

Dr.Jayaram Chigurupati

Non Executive & PromoterCategory

Present

Present

NotPresent

Present

NotPresent

NotPresent

Dr.T.V.Krishna Rao Non Executive

Non Executive & Independent

Non Executive

Dr.Denis Broun

Dr. Uma Devi Komath (appointed on 13.02.2015)

Shri. HemangHarish Raja (Resigned w.e.f 14.08.2014)

Non Executive& Independent

Shri.K.HarishchandraPrasad

Non Executive & Independent

6

6

1

1

1

6

7

1

1

3

1

11

0

0

2

1

6

0

0

0

1

1

*The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 8 Companies and Private Limited Companies.

** Represents Membership(s) / Chairmanship(s) of the Audit Committees and Shareholders / Investor Grievance Committees other than Techtran Polylenses Limited and of other Companies.

2. NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD:

Total Six Board Meetings were held during the year. The Company has held at least one Board Meeting in every three months and the maximum time gap between any two meetings was not more than one hundred and twenty days. The details of the Board Meetings are as under:

Sl.No. Date Board Strength No. of Directors Present

1.

2.

3.

4.

5.

6.

May 28, 2014

August 13, 2014

October 25, 2014

November 14, 2014

February 13, 2015

March 25, 2015

5

5

4

4

4

5

4

3

3

3

3

5

28


(100% EOU)

3. AUDIT COMMITTEE:

Terms of Reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Listing Agreement entered into with Stock Exchanges read with Section 177 of the Companies Act, 2013 and includes such other functions as may be assigned to it by the Board from time to time.

The committee also acts as a link between the statutory and internal auditors and the Board of Directors. The Committee meets the statutory auditors periodically and reviews the financial statements, Annual financial statements, Auditors Report thereon and discusses their findings and suggestions and seeks clarifications thereon. The committee reviews the management and the financial statements before submitting the report to the Board.

The Audit committee comprises of the following Non Executive andIndependent Directors:

1. Shri. Harishchandra Prasad Kanuri - Chairman

2. Dr. T. V. Krishna Rao - Member

3. Dr. Denis Broun - Member

4. Shri. Hemang Harish Raja - Member (Resignedw.e.f. 14.08.2014)

Sl.No.Dates on which

Audit Committee Meeting was held

Attendance at the Meetings

Shri.Harishchandra Prasad Kanuri

Shri.HemangHarish Raja

Dr.T.V.Krishna Rao

Dr. Denis Broun

1

2

3

4

May 28, 2014

August 13, 2014

November 14, 2014

February 13, 2015

Attended

Attended

Attended

Attended

Attended

Not Present

Not Present

Not Presen

Attended

Attended

Attended

Attended

Not Present

Not Present

Not Present

Not Present

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said Meting are as under:

ThThe statutory Auditor was present in all the meetings. Chairman and Whole-time Director were also invited to attend the Meetings.

4. NOMINATION AND REMUNERATION COMMITTEE:The Nomination and Remuneration committee has been formed in compliance of clause 49 of the listing agreement and pursuant to section 178 of the companies Act 2013 comprising of the 3 Directors.Terms of Reference

The terms of reference of the Nomination and Remuneration Committee are as under:Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.Formulation of criteria for evaluation of Independent Directors and the Board.Devising a policy on Board diversity.Identifying persons who are qualified to become directors and who may be appointed in

K

KKK

29


(100% EOU)

The Nomination and Remuneration Committee comprises of the following members:

1. Shri. Harishchandra Prasad Kanuri - Chairman

2. Dr. T. V. Krishna Rao - Director

3. Dr. Denis Broun - Director

The dates on which the Nomination and Remuneration Committee were held and the attendances of the Members at the said Meetings are as under:

Sl.No.Dates on which Audit Committee Meeting

was held

Attendance at the Meetings

Shri.Harishchandra Prasad Kanuri

Dr.T.V.Krishna Rao Dr. Denis Broun

1

2

February 13, 2015

March 25, 2015

Attended

Attended

Attended

Attended

Not Present

Attended

senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.To recommend/review remuneration of Key Managerial Personnel based on their performance and defined assessment criteria.To decide on the elements of remuneration package of all the Key Managerial Personnel i.e. salary, benefits, bonus, stock options, pensions, etc.Recommendation of fee / compensation if any, to be paid to Non-Executive Directors, including Independent Directors of the Board.Payment / revision of remuneration payable to Managerial Personnel.While approving the remuneration, the committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee.The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and shareholders.Any other functions / powers / duties as may be entrusted by the Board from time to time.

K

K

K

KK

K

K

REMUNERATION POLICY 1. Scope of the Policy The provisions of Section 178 of the Companies Act, 2013 (“Act”) read with the Rules framed there under and Clause 49 of the Listing Agreement (as amended by SEBI Circulars dated April 17, 2014 and September 15, 2014) requires every Listed Company to formulate a Nomination and Remuneration Policy. Considering this requirement Techtran Polylenses Limited (“TPL” or “the Company”) has framed this Nomination and Remuneration Policy (“Policy”). This Policy has been adopted by the Board of Directors of the Company. The Board can review and amend the Policy, as and when required.2. ApplicabilityThis policy is applicable to all Directors, Key Managerial Personnel (KMP), and Senior Management team and other employees of Techtran Polylenses Limited (“Company”).3. ObjectivesThis policy is framed with the following objectives:I. To guide the Board in relation to the appointment and removal of Directors, Key Managerial

Personnel and Senior Management.

30


(100% EOU)

ii. To evaluate the performance of members of the Board and provide necessary report to the Board for further evaluation.

iii. To attract, retain and motivate the Senior Management including its Key Managerial Personnel, evaluation of their performance and provide necessary report to the Board for further evaluation.

iv. The relationship of remuneration with performance is clear and meets appropriate performance benchmarks.

v. To recommend the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

vi. To promote and develop a high performance workforce in line with the Company strategy.vii. To lay down criteria and terms and conditions with regard to identifying persons who are

qualified to become Director (Executive & Non- Executive/ Independent/Nominee) and persons who may be appointed in Senior Management, Key Managerial Personnel and determine their remuneration.

viii. To determine the remuneration based on the Company's size and financial position and practices in the industry.

4. Constitution of Nomination and Remuneration Committee:This Policy envisages the role and responsibility of the Independent Directors, Constitution of the Nomination and Remuneration Committee, term of appointment of Managerial Personnel, Directors, KMPs, Senior Management, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel, KMPs, Senior Management, Independent Directors, etc.The Nomination and Remuneration Committee will consist of three or more nonexecutive directors, out of which at least one-half shall be independent director(s), provided that Chairperson of the Company may be appointed as a member of this Committee but shall not chair such Committee.The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirements including the Listing Agreement.The meeting of Committee shall be held at such regular intervals as may be required to carry out the objectives set out in the Policy.The Committee members may attend the meeting physically or through Video conference or through permitted audio –visual mode, subject to the provisions of the applicable laws. The Committee shall have the authority to call such employee (s), senior official(s) and / or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee.5. Role and Powers of the Committee:The Role and Powers of the Committee shall be as under:a) To formulate a criteria for determining qualifications, positive attributes and independence of

a Director.b) To formulate criteria for evaluation of Independent Directors and the Board.c) To identify persons who qualify to become Directors and who may be appointed in Senior

Management in accordance with the criteria laid down in this Policy.d) To carry out evaluation of every Director's performance.e) To recommend to the Board the appointment and removal of Directors, Key Managerial

Personnel and Senior Management.f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial

Personnel and Senior Management.g) To ensure that level and composition of remuneration is reasonable and sufficient,

relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

31


(100% EOU)

h) To carry out any other function as is mandated by the Board from time to time and /or enforced by the statutory notification, amendment or modification, as may be applicable.

I) To formulate the Nomination and Remuneration policy of the Company and propose any amendments.

j) To assist the Board in ensuring that plans are in place for orderly succession for appointments to the Board, Key Managerial Personnel and to senior management and Board diversity.The Chairperson of the Nomination and Remuneration Committee or, in his absence, any other member of the Committee authorised by him, shall be present at the General meetings of the Company, to answer the shareholders queries, if any.

The Nomination and Remuneration Committee shall set up a mechanism to carry out its functions and is further authorized to delegate any / all of its powers to any of the Directors and /or Officers of the Company, as deemed necessary for proper and expeditious execution.6. Appointment of Managerial Personnel, Director, KMP and Senior Management:a) The Committee shall identify and ascertain the integrity, qualification, expertise and

experience of the person for appointment as Managerial Personnel, Director or KMP or Senior Management and recommend to the Board his /her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c) Appointment of Independent Directors is also subject to compliance of provisions of section 149 of the Companies Act, 2013, read with Schedule IV and rules thereunder and the Listing Agreement.

7. Term / Tenurea. Managerial Personnel:The Company shall appoint or re-appoint any person as its Managerial Personnel for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.b. Independent Director:An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company and Disclosure of such appointment in the Board's report.No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.The maximum tenure of Independent Directors shall also be in accordance with the Companies Act, 2013 and clarifications/ circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.8. Retirement:Any Director other than the Independent Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

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(100% EOU)

9. Remuneration of Managerial Personnel, KMP and Senior Management:a. The Remuneration / Compensation / Profit linked Incentive etc. to Managerial Personnel,

KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The Remuneration / Compensation / Profit Linked Incentive etc. to be paid for Managerial Personnel shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b. The remuneration and commission to be paid to Managerial Personnel shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

c. Managerial Personnel, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

d. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

e. If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

f. Increments if declared to the existing remuneration / compensation structure shall be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managerial Personnel.

stg. Increments if declared will be effective from 1 April of each financial year in respect of Managerial Personnel, KMP, Senior Management subject to other necessary approvals from statutory authorities as may be required.

h. Where any insurance is taken by the Company on behalf of its Managerial Personnel, KMP and Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

I. Only such employees of the Company and its subsidiaries as approved by the Nomination and Remuneration Committee will be granted ESOPs.

10. Remuneration to Non-Executive / Independent Directors:a. Remuneration / Profit Linked Commission:The remuneration / profit linked commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.b. Sitting Fees:The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.c. Limit of Remuneration /Profit Linked Commission:Remuneration /profit linked Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1%/3% of the net profits of the Company respectively.

33


(100% EOU)

11. Monitoring, Evaluation and Removal:i. Evaluation:The Committee shall carry out evaluation of performance of every Managerial Personnel, Director, KMP and Senior Management on yearly basis.ii. Removal:The Committee may recommend, to the Board with reasons recorded in writing, removal of a Managerial Personnel, Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.iii. Minutes of Committee Meeting:Proceedings of all meetings must be minuted and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be circulated at the subsequent Board meeting for noting.Disclosure:The details of this Policy and the evaluation criteria as applicable shall be disclosed in the Annual Report as part of Board's Report therein or alternatively the same may be put up on the Company's website and reference drawn thereto in the Annual Report.The Nomination and remuneration policy is available on the website of the Company (URL: http://www.techtranindia.com/investors-information.html).Meeting of Independent Directors

thDuring the year under review, the Independent Directors met on 25 March, 2015, inter alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of the performance of the Chairman of the Company, taking intoaccount the views of the Executive and Non-Executive Directors. Evaluation of the quality, content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at the Meeting. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted. Performance Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholder Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

K

K

K

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(100% EOU)

The Directors expressed their satisfaction with the evaluation process.Familiarization ProgrammeIt is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted and inform the Board members about the provisions and rules as applicable to the company from time to time.DETAILS OF REMUNERATION OF DIRECTORS:As the Company does not have any Managing /Executive Directors, the details of remuneration like salary, commission, performance incentives, perquisites and allowances, contribution to Provident Fund and Gratuity are not available for disclosure for the financial year ended March 31, 2015.The Non-Executive Directors do not draw any remuneration from the Company except Sitting Fees of Rs 10,000/- per meeting of the Board / Committees. The total amount of sitting fees paid during the year is Rs. 2, 70,000/-Details of remunerations paid/payable to Independent and Non-Executive Directors for the year

Name of the Director Sitting Fees (Rs.) Total

Dr. Jayaram Chigurupati

Sri K Harishchandra Prasad

Dr. T V Krishna Rao

Dr. Denis Broun

Dr. Uma Devi Komath

Sri. Hemang Harish Raja

Total Paid

50,000/-

90,000/-

90,000/-

10,000/-

10,000/-

20,000/-

2,70,000/-

50,000/-

90,000/-

90,000/-

10,000/-

10,000/-

20,000/-

2,70,000/-

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Shareholder's /Investor Redressal committee has been formed in compliance of Clause 49 and pursuant to Section 178(5) of the Companies Act 2013. The Committee comprises of two Independent Directors and one Non Executive Director. The Committee comprises of the following members:

1. Sri. K. Harishchandra Prasad -Chairman

2. Dr. Denis Broun-Member

3. Dr. T. V. Krishna Rao-Member

Terms of reference

The Committee focuses on shareholders' grievances and strengthening of investor relations. The committee looks after the services of the Registrars and share transfer agents and recommends measures for providing efficient services to investors.

The Committee specifically looks into investor complaints like Transfer/ transmission/ transposition of shares, non receipt of Annual Report, non – receipt of dividend, and other related issues.

The Committee reviews the security transfers / transmissions, process of dematerializations and the investor grievances and the system dealing with these issues.

In accordance to Clause 49 of the Listing agreement with the stock exchanges , the Board has authorized the Company Secretary , who is also a Compliance officer , to approve share transfers and/ transmissions and comply with other formalities in relation thereto. All the investors complaints, which cannot be settled at the level of the Compliance officer, will be placed before the committee for final settlement.

35


(100% EOU)

The Committee, along with the Share Transfer Agents of the Company follows the policy of attending to the complaints, if any, within seven days from the date of its receipt.

As mandated by SEBI, the Quarterly Reconciliation of Share Capital Audit, highlighting the reconciliation of total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) vis-à-vis the total issued and listed capital is being carried out by M/s. D. Hanumanta Raju & Co, Practicing Company Secretaries. This Audit confirms that the total issued and paid up capital is in agreement with the total number of shares held in physical and dematerialized form with NSDL and CDSL.

Nature of Request/Complaints Number of requests/ complaints received

Change of address

Miscellaneous Enquiry

Non-receipt of Annual Reports

TOTAL

04

01

01

06

All complaints have been resolved and there are no outstanding complaints as on 31st March 2015. No. of Shares pending for transfer-NilD) NAME AND DESIGNATION OF THE COMPLIANCE OFFICER:

Ranjith Kumar Shetty – Company Secretary1. GENERAL BODY MEETINGS :Details of the last three annual general meetings of the company are as under:

Year Venue Date Time

2013-14

2012-2013

2011-2012

FAPCCI, Federation House, Surana UdyogAuditorium, 11-6-84, Red Hills, Hyderabad.

FAPCCI, Federation House, Surana UdyogAuditorium, 11-6-84, Red Hills, Hyderabad

FAPCCI, Federation House, Surana UdyogAuditorium, 11-6-84, Red Hills, Hyderabad

th13 July, 2014

2.30 PM

2.00 PM

03.30 PM

th4 July, 2013

th26 Sept2012

SPECIAL RESOLUTION PASSED IN THE PREVIOUS THREE AGMS:

Year Special Resolution passed

2011-2012 No Special Resolution was passed

2012-2013 Special resolutions passed for seeking members approval for:a. Increasing of Authorized capital of the Companyb. Preferential of Issue of share Warrants.

2013-2014 Special resolutions passed for seeking members approval for:a. Borrowing in excess of aggregate paid up capital and share capitalb. Mortgage and/or create charge to the extent of new borrowing limits.

SPECIAL RESOLUTIONS REQUIRING A POSTAL BALLOTNo special resolution was passed requiring members approval through Postal Ballot7. DISCLOSURES:

A. Disclosures on materially, significant Related Party transactions: The required disclosures of related party transactions as per the applicable Accounting Standards are disclosed in the Notes to the Accounts. There are no transactions of material nature with the related parties,

36


(100% EOU)

which may have potential conflict with the interest of the Company at large except transactions with Subsidiaries.

B. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years : NIL

C. Whistle Blower Policy:The Company promotes ethical behavior in all its business activities and has put inp lace mechanism for reporting illegal or unethical behavior. Employee may report violations of law, rules, regulations or unethical conduct to their immediate s u p e r v i s o r / n o t i f i e d person. Adequate caution is exercised in this respect.The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: http://www.techtranindia.com/investors-information).

D. Details of compliance with mandatory requirements and adoption of non-mandatory requirements of the clause.Pursuant to sub-clause VII of clause 49 of the listing agreement, the Company confirms that it has complied with all mandatory requirements prescribed.The Company did not adopt any of the non-mandatory reporting requirements mentioned in Clause 49 of the Listing Agreement.

8. MEANS OF COMMUNICATION:a) The Quarterly results are published in Financial Express (in English) and Andhra

Bhoomi (in regional language) dailies.b) Quarterly Financial Results are furnished within the time frame to all the concerned

Stock Exchanges as per clause 41 of the Listing Agreement and the same are displayed on the Company's website.

c) No presentations were made to the analysts or institutional investors during the year under review except the results being forwarded electronically to those who have requested for regular information.

d) All material information about the Company is promptly sent through facsimile and mail to the Stock Exchanges where the Company's shares are listed and the same are displayed on the Company's website.

e) The Company's website www.techtranindia.com contains separate dedicated section 'Investor information' where in full Annual Report is also available in a user- friendly and downloadable format.

9. GENERAL SHAREHOLDER INFORMATION:Company Registration Details The Company is registered in the State of Andhra Pradesh, India. The Corporate Identity Number (CIN) allotted to the Company by Ministry of Corporate Affairs (MCA) is L26109AP1987PLC007306.

th28 Annual General Meeting:a. Day & Date : Wednesday, September 23, 2015b. Venue : FAPCCI, Federation House, Surana Udyog

Auditorium, 11-6-84, Red Hills, Hyderabad – 500 004 Date of Book Closure:The Register of members and Transfer Books of the Company will be closed from Thursday, September 17, 2015 to Wednesday, September 23, 2015 (both days inclusive).Dividend Payment Date:The Company has not declared the divined for the current financial year.Management discussion and Analysis Report.

37


(100% EOU)

Industry structure and developments, opportunities and threats, segment-wise or product-wise performance, outlook, risks and concerns of the company and discussion on financial performance with respect to the operational performance, has been covered in the Directors' Report more specifically under the Annexure – 1.FINANCIAL CALENDAR: 2015- 2016 (TENTATIVE)Results for the quarter ending : June 30, 2015 - August 2015Results for the quarter ending : September 30, 2015 - October, 2015Results for the quarter ending : December 31, 2015 - January, 2016Results for the year ending : March 31, 2016 - May, 2016

LISTING ON STOCK EXCHANGES AND STOCK CODE

Name of StockExchange

Address Stock Code ISIN No.

BSE Limited Phiroze Jeejeebhoy Towers,Dlala Street, fort, Mumbai – 400 001

523455 INE020C01016

MARKET PRICE DATA: stThe closing market price of the equity shares as on 31 March, 2015 was Rs. 15.15/- on BSE.

The monthly movements of the equity share price during the year on BSE are summarized here in below:

Month High (Rs) Low (Rs) No of Shares Traded

Apr-14

May-14

Jun-14

Jul-14

Aug-14

Sep-14

Oct-14

Nov-14

Dec-14

Jan-15

Feb-15

Mar-15

17.45

21.70

21.50

21.00

22.00

22.00

20.80

24.00

20.00

19.90

19.45

19.20

15.05

15.05

17.85

17.40

17.10

17.50

18.40

18.70

15.40

16.80

16.10

13.65

32,274

1,48,997

2,16,221

1,81,111

86,266

1,54,457

89,678

1,03,634

47,888

46,882

50,554

1,43,442

The performance of the equity Share price of the Company vis-vis Sensex atBSE is as under:

38


(100% EOU)

REGISTRAR AND SHARE TRANSFER AGENT:The Company has appointed M/s. CIL Securities Ltd., Regd Office: 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500 001 as its common agency (with effect from 31.01.2003) for share registry work for physical as well as dematerialized form. Share transfers are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are clear in all respects. Requests for dematerialisation of shares are processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15 days.Share Transfer System:All requests for transfer of shares are processed by the Registrars and Share Transfer Agents and are approved by the Stakeholder Relationship Committee. The approved share transfers are returned within 15 days from the date of lodgment, if documents are complete in all respects.The company obtains half yearly Certificate of Compliance with theShare Transfer formalities as required under clause 47 ( C ) of the Listing Agreement with Stock exchanges from a Company Secretary in practice and the same is submitted to the Stock Exchanges within the period prescribed.

DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH, 2014:

No. of Shares From Up to

No. ofHolders % Held

No. ofShares

% Held

0

251

501

1001

2001

3001

4001

5001

10001

250

500

1000

2000

3000

4000

5000

10000

15030000

10417

1104

457

233

82

36

43

79

80

12531

83.13

8.81

3.65

1.86

0.65

0.29

0.34

0.63

0.64

100

1119269

446496

391556

371088

212504

130499

206825

544497

11607266

15030000

7.45

2.97

2.61

2.47

1.41

0.87

1.38

3.62

77.23

100

Dematerialization of shares and liquidity: 12889458 Equity shares of theCompany representing 85.76% of total Equity of the Company have been dematerialized as on

st31 March, 2015.Outstanding GDR's / ADR's / Warrant or any convertible instruments, conversion date and likely impact on Equity:The Company has not issued any of these instruments till date.Reconciliation of share capital audit:A qualified practicing Company Secretary carries out reconciliation of share capital audit every quarter to reconcile the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate total number of shares in physical form.

39


(100% EOU)

Plant Locations: The Company's plant is located at Bonthapally Village, ZinnaramMandal, Medak District of Telangana.

Address for correspondence: Techtran Polylenses LimitedPlot No S-7, T.I.E., BalanagarHyderabad-500037, Telangana.Telephone: +91-040-23070200

RTA : CIL Securities Ltd., Regd Office: 214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500 001, Telephone Nos. 040-23203155/040-23202465,E-mail for Investors: [email protected] and [email protected]/ [email protected]

Place:HyderabadDate: 11.08.2015


Dr. Jayaram Chigurupati Chairman

40


(100% EOU)

CERTIFICATION BY MANAGER AND CHIEF FINANCIAL OFFICER(CFO)

We, Hariharan CK, Manager and Muralidhar Jampala, Chief Financial Officer of

TechtranPolylenses Limited, to the best of our knowledge and belief, certify that:

1. We have reviewed the Balance Sheet and Profit and Loss Account consolidated and

Standalone and all its schedules and Notes on Accounts, as well as the Cash Flow

Statements and the Directors' Report;

2. Based on our knowledge and information, these statements do not contain any untrue

statement of a material fact/nature or omit to state a material fact that is necessary to make

such statements, in the light of the circumstances under which such statements were made ;

3. Based on our knowledge and information, the financial statements, and other information

included in this report, fairly present in all material respects the financial condition, results of

operations and cash flows of the Company as of and for the periods presented in this report

and are in compliance with the existing accounting standards and/ or applicable laws and

regulations;

4. The Company's other certifying officers and we are responsible for establishing and

maintaining disclosure controls and procedures for the company and we have evaluated

and ensured the effectiveness of the company's disclosure, controls and procedures for the

period for which this report relates;

5. We have disclosed based on our evaluation, wherever applicable to the Company's auditors

and the Audit Committee of the Company's Board of Directors (and persons performing the

equivalent functions):

a) any significant deficiencies in the design and/or operation of internal controls, or any

material weaknesses in internal controls observed from time to time.

b) any instances of significant fraud that involves management or other employees who

have a significant role in the Company's internal controls ; and

c) whether or not there were significant changes in internal control and/or of accounting

policies during the year.

6. We affirm that we have not denied any personnel access to the Audit Committee of the

Company (in respect of matters involving alleged misconduct) and we have provided

protection to “whistle blowers” from unfair termination and other unfair or prejudicial

employment practices

7. We further declare that all Board Members and Senior Managerial Personnel of Techtran

Polylenses Limited have affirmed compliance with the Code of Conduct for the current year.

Muralidhar Jampala Chief Financial Officer

Place:HyderabadDate: 11.08.2015

Hariharan CKManager

41


(100% EOU)

AUDITORS' REPORT ON CORPORATE GOVERNANCE

To

The Board of Directors,Techtran Polylenses LimitedHyderabad

We have examined the compliance of conditions of Corporate Governance by Techtran stPolylenses Limited for the year ended 31 March, 2015 as stipulated in Clause 49 of the Listing

Agreement of the said company with stock exchanges.

The compliance of condition of Corporate Governance is the responsibility of management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M.Anandam & Co., Chartered Accountants (Firm Regn.No.000125S)

S. Venkateswarlu Partner M.No.022790

Place : HyderabadthDate : 28 May, 2015

42


(100% EOU)

Annexure IV

Secretarial Audit Report

For the Financial Year Ended31-03-2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Board of Directors

M/s. Techtran Polylenses Limited

S-7, Technocrat Industrial Estate

Balanagar, Hyderabad, Telangana.

We have conducted the secretarial audit on the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. TECHTRAN POLYLENSES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period ended on 31-03-2015,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. TECHTRAN POLYLENSES LIMITED (“The Company”) for the financial year ended on 31-03-2015 according to the provisions of:

I) The Companies Act, 2013 (the Act) and the Rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') :

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India(Issue of capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt

43


(100% EOU)

Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2008;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2008;

vi) The Factories Act, 1948

vii) The Payment of Wages Act, 1936

viii) The Minimum Wages Act, 1948

ix) Employees Provident Fund And Misc. Provisions Act, 1952

x) Employers State Insurance Act,1948

xi) The Payment of Bonus Act, 1965

xii) The Environment (Protection) Act, 1986

xiii) Electricity Act 2003

xiv) Indian Stamp Act,1999

xv) Income Tax Act 1961 and Indirect Tax Law

xvi) Negotiable Instrument Act 1881

xvii) The Payment of Gratuity Act,1972

xviii) The Apprentices Act 1961

xix) Service tax

xx) Value Added Tax Act ,2005

xxi) Water (Prevention & Control of Pollution) Act 1974 and rules there under

xxii) Air (Prevention & Control of Pollution) Act 1981 and rules there under

xxiii) Customs Act, 1962

xxiv) Weekly Holidays Act, 1942

xxv) Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008.

xxvi) Andhra Pradesh Shops and Establishments Act, 1988

xxvii) Newspaper Publications

xxviii) Central Excise Act, 1944

xxix) The Boilers Act, 1923 and Indian Boilers Regulations - 1950

xxx) The Petroleum Act, 1934

xxxi) The Insurance Act, 1938 [AS AMENDED BY INSURANCE (AMENDMENT) ACT, 2002]

xxxii) Andhra Pradesh Factories Rules 1980

xxxiii) The Industrial employment (Standing orders) Act 1946

xxxiv) Registration act 1908 and Andhra Pradesh Rules under the Registration Act, 1908

We have also examined compliance with the applicable clauses of the following:

44


(100% EOU)

xxxv) The Listing Agreements entered into by the Company with the Bombay StockExchange Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards etc., mentioned above subject to the following observations:

KWe noticed that there were delays in the payment of wages to the employees before the due date as per Payment Of Wages Act,1936

KWe noticed that, there were delays in depositing PF Contributions with PF Department as per provisions of Employees Provident Fund And Misc. Provisions Act, 1952

KWe noticed that, there were delays in depositing ESI Contributions with ESI Department as per provisions of Employers State Insurance Act, 1948.

KAll Statutory Payments like Service tax, Income Tax, Professional Tax, Entry tax, VAT, TDS, Self assessment tax, Excise Duty etc., are paid with delay as provisions of the Acts.

KThe company has not paid Advance Tax as per the provisions of the Income Tax Act 1961.

KCompany kept some of its statutory registers at Registrar & Share Transfer Agents required to be maintained under Companies Act, 2013 instead at registered office of the Company.

2. We further report that the Company has, in our opinion, complied with the provisions of the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

KClosure of the Register of Members.

KForms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

KService of documents by the Company on its Members, Auditors and the Registrar of Companies;

KAdequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

KThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act

KThe meetings of Directors and Committees of Directors including passing of resolutions by circulation;

KMinutes of proceedings of General Meetings and of the Board and its Committee meetings;

KApprovals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

KConstitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-

45


(100% EOU)

time Directors;

KPayment of remuneration to Directors including the Managing Director and Whole-time Directors,

KAppointment and remuneration of Auditors and Cost Auditors;

KTransfers and transmissions of the Company's shares and issue and dispatch of duplicate certificates of shares;

KTransfer of certain amounts as required under the Act to the Investor Education and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;

KBorrowings and registration, modification and satisfaction of charges wherever applicable;

KInvestment of the Company's funds including investments and loans to others;

KFormat of Balance Sheet and statement of profit and loss is as per Schedule VI to the Income tax Act

KReport of the Board of Directors;

KMajority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

KThe Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

3. We further report that:

KThe Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited, National Stock Exchange of India Limited;

KThere was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

4. We further report that based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

5. We further Report that during the audit Period the Company has

KSome of the factory employees are under agitation at factory premises due to which there is an adverse affect on the production of the company.

For P.S. Rao & C o.,Company Secretaries

Sd/-Ponugoti Satheesh Rao

(Proprietor)CP. No.8304, M.No.22364

Date : 20.05.2015Place : Hyderabad

46


(100% EOU)

Annexure -V

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2015[Pursuant to section 92(3) of the Companies Act, 2013

And

Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

I) CIN: L26109AP1987PLC007306

ii) Registration Date: 26/03/1987

iii) Name of the Company: Techtran Polylenses Ltd

iv) Category / Sub-Category of the Company: Company limited by shares

v) Address of the registered office and contact details:

Address of the registered office:

S-7, Technocrat Industrial Estate, Balanagar, Hyderabad, Telangana, India-500037

Contact details:

Telephone (With STD Area Code Number): 040-23070200

Email Address: [email protected]

vi) Whether listed company: Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:

Name : CIL Securities Ltd

Address : 214, Raghav Ratna Towers, Chirag Ali Lane, Abids,Hyderabad, Telangana,500001

E-mail ID : [email protected]

Telephone No : 040 – 23203155

Fax No : 040 - 23203028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl.No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

Manufacture and sale of hard

resin (plastic) ophthalmic

lenses

325071.

100%

47


(100% EOU)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No.

Name and Address of the Company

CIN/GLNHolding/

Subsidiary/ Associate

% of sharesheld

ApplicableSection

Techtran OphthalmicsPrivate Limited

1.

2.

3.

U85101TG1997PTC026303

U33201TG2011PTC078245

SubsidiaryCompany

55% 2(87)

100% 2(87)

100% 2(87)

SubsidiaryCompany

SubsidiaryCompany

Techtran OpticsPrivate Limited

Techtran Lenses INC

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the

year

%

Chang

e

during

the

year

Demat Physi-cal

Total % of total

shares

Demat Physi-cal

Total % of total

shares

A. Promoters (1)

Indian

a) Individual/HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp

e) Banks / FI

f) Any Other

Sub-total (A) (1):-

(2) Foreign

a) NRIs - Individuals

Nil

Nil

Nil

6748200

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

6748200

Nil

Nil

Nil

Nil

44.90

Nil

Nil

44.9

Nil

Nil

Nil

Nil

6748200

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

6748200

Nil

Nil

Nil

Nil

44.90

Nil

Nil

44.9

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

48


(100% EOU)

b) Other –

Individuals

c) Bodies Corp.

d) Banks / FI

e) Any Other….

Sub-total (A) (2):-

Total

shareholding of

Promoter (A) =

(A)(1)+(A)(2)

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

44.9

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6748200

Nil

Nil

Nil

Nil

Nil

44.9

Nil

Nil

Nil

Nil

Nil

Nil

B. Public

Shareholding

1.Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture

Capital Funds

f) Insurance

Companies

g) FIIs

h) Foreign

Venture Capital Funds

i) Others

Sub-total (B)(1):-

2. Non Institutions

a) Bodies Corp.

b) Individuals

i) Individual

shareholders holding

nominal share capital

upto

Rs. 1 lakh

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

918634

2110135

16500

3100

Nil

Nil

Nil

Nil

Nil

Nil

Nil

19600

19800

1199206

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

938434

3309341

0.11

0.02

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0.13

6.24

22.02

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

918482

1973104

16500

3100

Nil

Nil

Nil

Nil

Nil

Nil

Nil

19600

19300

1173906

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

937782

3147010

0.11

0.02

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0.13

6.23

19.42

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0.01

2.6

49


(100% EOU)

ii) Individual

shareholders

holding nominal share

capital in

excess of Rs 1 lakh

c) Others

Sub-total (B)(2):-

Total Public

Shareholding(B)=(B)(1)

+ (B)(2)

2672843

270340

5971952

5971952

59919

1011323

2290248

2309848

2732762

1281663

8262200

8281800

18.18

7.86

54.97

55.10

2977443

272229

6141258

6141258

59919

867817

2120942

2140542

3037362

1140046

8262200

8281800

20.13

7.59

54.97

55.10

1.95

0.27

Nil

Nil

C. Shares held by

Custodian for GDRs &

ADRs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Grand Total (A+B+C)

12720152 2309848

15030000

100

12889458 2140542

15030000

100

Nil

(ii) Shareholding of Promoters Sl

No

Shareholder’s

Name

Shareholding at the beginning of

the year

Shareholding at the end of the

year

%of

Shares % of totalShares of the company

No. of

Shares Pledged /

encumber

ed to total

shares

No. of

Shares

% of total

Shares of

the

company

%of

Shares

Pledged

/

encumb

ered to

total

shares

% change

in share

holding

during the

year

1 Credence

Infrastructure

Private Limited

6748200 44.90 22.2 3 6748200 44.90 22.23 N il

Total 6748200 44.90 22.2 3 6748200 44.90 22.23 Nil

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. Shareholding

No. of shares

% of total shares of

the company

1 At the beginning of the year 6748200 44.90

6748200 44.90

2. Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease

Nil Nil

At the End of the year3.

50


(100% EOU)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Shareholding at the end of the year

Raben Technology Solutions Pvt Ltd

Lalitha Krishnamurthy

T Sarojini Devi

Sundaram Finance Limited

Vijaya Babu Chitteti

Narayan Gujarathi

Biplab Das

Gutti Rao V

Ramila D Dedhia

Venkateswara Rao Sola

Sathya S

Amrit Pal Singh Lamba

Sangeetha S

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

3.26

2.00

1.90

1.66

1.23

0.87

0.84

0.71

0.68

0.63

0.63

-

-

490595

300000

179709

250000

174653

130519

126110

106258

102500

-

311616

100050

126740

3.26

2.00

1.20

1.66

1.16

0.87

0.84

0.71

0.68

-

2.07

0.67

0.84

490595

300000

285971

250000

185000

130519

126110

106258

102500

95403

94390

-

-

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year

For Each of the Directors and KMP

Dr. Jayaram Chigurupati1.

Sri. Harishchandra Prasad Kanuri2.

No. of shares % of total shares of the company

At the beginning of the year


Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease

Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease

At the End of the year


Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

51


(100% EOU)

Dr. T V Krishna Rao3.

Dr. Denis Broun

Dr. Uma Devi Komath

4.

5.




Date wise Increase/Decrease in PromotersShareholding during the year specifying the reasons for increase / decrease






228179

Nil

37183

Nil

Nil

Nil

228179

Nil

37183

1.52

Nil

0.25

Nil

Nil

Nil

1.52

Nil

0.25

Sri. Hariharan CK6.




Nil

Nil

Nil

Nil

Nil

Nil

Sri. Muralidhar Jampala7.




Nil

Nil

Nil

Nil

Nil

NilSri. Ranjith Kumar Shetty8.




Nil

Nil

Nil

Nil

Nil

Nil

52


(100% EOU)

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for

payment

Secured

Loans

excluding

deposits

Unsecured

Loans

DepositsTotal

Indebtedness

Indebtedness at the beginning of the

financial year.

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

9,82,14,862

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Total (i+ii+iii) 9,82,14,862 Nil Nil

Change in Indebtedness during the financial

year

• Addition

• Reduction

Nil

1,39,91,151

Nil

Nil

Nil

Nil

Nil

Nil

Net Change Nil Nil Nil

Indebtedness at the end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

8,42,23,711

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Total (i+ii+iii) 8,42,23,711 Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors, CEO and/or Manager: Sl.

No.

Particulars of Remuneration Name of MD/WTD/CEO/Manager Total Amount

Sri. Devendra

Patil - Chief

Executive Officer

- upto 31st July

2014

Sri C. K.

Hariharan -

Manager -

from 25th

March 2015

Gross salary1.

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) of Income Tax

Act, 1961

(c) Profit in lieu of salary u/s 17(3) of Income

Rs. 8,73,317/-

Nil

Nil

Rs. 32,433/-

Nil

Nil

Rs. 9,05,750/-

Nil

Nil

Nil

Nil

Nil

Tax At, 1961

53


(100% EOU)

B. REMUNERATION TO OTHER DIRECTORS: Sl.

No

Particulars of

Remuneration

Name of Directors

Total

Amount

Dr.

Jayaram

Chiguru

pati

Sri.

Harish

chandra

Prasad

Dr. T V

Krishna

Rao

Dr.

Denis

Broun

Dr. Uma

Devi

Komath

Sri

Hemang

Harish

Raja

1. 1. Indepen dent

Directors

• Fee for

attending board

/ committee

meetings

• Commissio n

• Others

N.A

90,000

Nil

Nil

N.A

10,000

Nil

Nil

N.A

20,000

Nil

Nil

1,20,000

Nil

Nil

Total (1) Nil 90,000 Nil 10,000 Nil 1,20,000

Total (1) 50,000 Nil 90,000 Nil Nil10,000 1,50,000

50,000 90,000 90,000 10,000 20,00010,000 2,70,000

5,00,000 9,00,000 9,00,000 1,00,000 2,00,0001,00,000 27,00,000

meetings

• Commission

• Others

50,000

Nil

Nil

90,000

Nil

Nil

10,000

Nil

Nil

1,50,000 Nil

Nil

2. Other Non -

Executive Directors

• Fee for

attending

board /

committee

N.A

N.A

N.A

Total (B) = (1)+(2)Total Managerial Remuneration

Ceiling as per the Act for (B)

Stock option Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

2.

3. Sweat Equity

4. Commission

- as % of profits

- others

Nil

Nil

Nil

Nil

Nil

Nil

5. Others

Total A

Rs. 32,433/- Rs. 8,73,317/-

Rs. 9,05,750/-

Ceiling as per the Act - - Rs. 42,00,000/-

54


(100% EOU)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration Key Managerial Personnel TotalAmount

Mr. M SatishChowdaryCompanySecretary From 01.04.2014 to 30.06.2014

Mr. MuralidharJampala –Chief FinancialOfficer-from 13th February 2015

Mr. Ranjith Kumar Shetty –Company Secretary -from 13th February 2015

Gross salary1.

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

b) Value of perquisites u/s 17(2) of Income Tax Act, 1961

c) Profit in lieu of salary u/s 17(3) of Income Tax At, 1961

Stock option

Commission - as % of profits - others

Sweat Equity

Others

Total A

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

Rs. 1,49,585/- Rs. 71,619/- Rs. 35,501/- Rs.2,56,705/-

Nil

Rs. 1,49,585/- Rs. 71,619/- Rs. 35,501/-Rs. 2,56,705/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

A. Company

Penalty

Punishment

Compounding

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

A. B. Directors

Penalty

Punishment

Compounding

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Section of theCompaniesAct

Brief Description

Details of Penalty / Punishment/ Compoundingfees imposed

Authority [RD / NCLT / COURT]

Appeal made,if any (giveDetails)

55


(100% EOU)

C. Other officers in default

Penalty

Punishment

Compounding

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil




Annexure VI

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl.No.

Particulars

Name of the subsidiary

1. Techtran Opthalmics Private Limited

Techtran Optics Private Limited

Techtran Lenses Inc, USA

Reporting period forthe subsidiary concerned, if different from the holdingcompany's reportingperiod

Reporting currencyand Exchange rate as on the last date of therelevant Financial yearin the case of foreignsubsidiaries

INR INR USD andExchange rate INR

62.59 per USD

01-04-2014 to 31.03.2015

01-04-2014 to31.03.2015

01-04-2014 to 31.03.2015

Share capital

Reserves & surplus

Total assets

Total Liabilities

Investments 1,33,87,866/- - -

12,93,66,377/- 88,844/- 1,22,02,951/-

15,21,49,805/- 51,65,015/- 49,97,567/-

(2,72,16,572/-) - (4,70,32,051/-)

5,00,00,000/- 10,00,000/- 2,56,62,228/-

56


(100% EOU)

Turnover 9,34,10,908/- - 9,34,246/-

Profit before taxation

Provision for taxation

Profit after taxation

Proposed Dividend

% of shareholding 55% 100% 100%

- - -

(1,85,82,209/-) - (40,22,931/-)

2,96,302/- - -

(1,82,85,907/-) - (40,22,931/-)

Notes: The following information shall be furnished at the end of the statement:1. Names of subsidiaries which are yet to commence operations2. Names of subsidiaries which have been liquidated or sold during the year.

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures

Latest audited Balance Sheet Date

Shares of Associate/Joint Ventures held by the company on the year end

No.

Amount of Investment in Associates/Joint Venture

Extend of Holding%

Description of how there is significant influence

Reason why the associate/joint venture is not consolidated

Net worth attributable to shareholding as per latest audited Balance Sheet

Profit/Loss for the year

Considered in Consolidation

Not Considered in Consolidation

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1. Names of associates or joint ventures which are yet to commence operations.2. Names of associates or joint ventures which have been liquidated or sold during the year.

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.




57


(100% EOU)

Annexure – VII

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act

and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

Techtran Polylenses Limited (TPL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Sl. No. Particulars Details

Name (s) of the related party & nature of relationship

1.

2.

3.

4.

5.

6.

Nature of contracts/arrangements/transaction

Duration of the contracts/arrangements/transaction

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of approval by the Board

Amount paid as advances, if any Nil

Supply of lenses, Job works and Lease of property.

Not applicable, since the transactions were entered into in the ordinary course of business and on arm's length basis.

st st1 April 2014 to 31 March 2015

Supply of lenses, Job works and Lease of property.

Techtran Ophthalmics Private Limited




58


(100% EOU)

Annexure – VIII

Report on Managerial Remuneration

Details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2014-15, and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

SNo

Name of Director/KMP

Mr. DevendraPatil - upto31st July 2014

Mr. Hariharan CK- from 25th March 2015

Mr. J Muralidharthfrom 13

February 2015

-

Mr. Satish Choudhury-From 01.04.2014 to 30.06.2014

Mr. Ranjith Kumar thShetty from 13

February 2015 -

CompanySecretary

Rs. 35,501/- N.A 0.14

Company Secretary

Rs. 1,49,585/- N.A 0.60

CFO Rs. 71,619/- N.A 0.29

Rs. 32,433/- N.A 0.13Manager

1.

2.

3.

4.

5.

CEO Rs.8,73,317/- N.A 3.47

Desig-nation

Remunerationof Director KMPfor the financial year 2014-15

% increase in Remuneration

in the Financial year 2014-15

Ratio of remuneration

of each Director/KMP

to median remunerationof employees

Comparison ofthe Remune-ration of the KMP against the perform-ance of the company

Profit beforetax decreased by 318.05% ,

and profit AfterTax decreased by 445.75% infinancial year

2014-15

ii) The median remuneration of employees' of the Company during the financial year

The median remuneration of employees' of the Company during the financial year was Rs. 2.52 Lakhs.

iii) The percentage increase in the median remuneration of employees in the ?nancial year:

The percentage increase in the median remuneration of employees in the ?nancial year ending March 31, 2015 was Rs.0.15 Lakhs (6.33%).

iv) The number of permanent employees on the rolls of Company as at March 31, 2015

There were 239 permanent employees on the rolls of Company as on 31st March, 2015.

59


(100% EOU)

v) The explanation on the relationship between average increase in remuneration and the Company's performance:

As on date Company has not linked remuneration and Performance of the Company. The reason is 88% of the employee are unionized and their wages are determined based on negotiations with the Union every three years.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company in the period under review:

Remuneration of KMP as a percentage of Revenue is 0.64%

Remuneration of KMP as a percentage of PAT is 1.94%

vii) a) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current ?nancial year and previous ?nancial year on BSE limited:

Particulars 31-Mar-15 31-Mar-14 Change (%)

Stock Price (`)

Market Cap (` Crores)

EPS

P/E

15.15

22.77

(4.02)

3.77

15.40

23.15

(1.16)

13.26

-1.62 %

-1.62 %

-246.55%

71.57 %

b) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last

stpublic offer: The closing share price of the Company at BSE Limited on 31 March, 2015 being Rs. 15.15 per equity share of face value of Rs. 10/- each has grown 1.52 times since the public issue made in the year 1991 (Offer Price was Rs. 10/- per equity share of face value of Rs. 10/- each).

viii) Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last ?nancial year and its comparison with the percentile increase in the managerial remuneration and justi?cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase across the organization was around 6.33%. There was no increase in the managerial remuneration for the period under review.

ix) Comparison of each remuneration of the key managerial personnel againstthe performance of the Company:

60


(100% EOU)

Mr. DevendraPatil

Mr. Hariharan CK

Mr. J Muralidhar Mr. Satish Choudhury

Mr. Ranjith Kumar Shetty

Remuneration in FY 2014-15

Revenue

Remuneration ofKMPs (as % of revenue)

Pro?t After Tax (PAT)

Remuneration of KMP as % of PAT)

0.48% 0.02% 0.04% 0.08% 0.02%

Rs. 18,31,12,480/-

(Rs. 6,04,39,003/-)

1.44% 0.05% 0.12% 0.25% 0.06%

Rs. 8,73,317/- Rs. 32,433/- Rs. 71,619/- Rs. 1,49,585/- Rs. 35,501/-

*Remuneration includes Commission paid to the Directors as a % of Profits

x) The key parameters for any variable component of remuneration availed by the directors:

The variable component of remuneration for the Executive Director is based on performance of the Company and is recommended by the Nomination and Remuneration Committee to the Board for consid-eration.

The Board of Directors considers the recommendation of the Nomination and Remuneration Committee and approves the variable component accordingly.

xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

There are no such employees who receive remuneration in excess of the highest paid director during the year

The Company affirms that remuneration to the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

Statement of Particulars of Employees Pursuant to Provisions of Rule 5(2) of Section 197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

There are no employees who are in receipt of remuneration not less than sixty lakh rupees;




61


(100% EOU)

INDEPENDENT AUDITORS' REPORTTo The Members of Techtran Polylenses Limited Report on the Financial StatementsWe have audited the accompanying financial statements of Techtran Polylenses Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.Management's Responsibility for the Standalone Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

62


(100% EOU)

Emphasis of MatterWe draw attention to the following matter in the Notes to the financial statements:

a) Note 11.2 and Note 16.1 to the standalone financial statements indicates that the Company has converted the loan given to related party into 10% Non-Convertible, Non-Participating, Redeemable Cumulative Preference Shares of Rs.10/- each at premium of Rs.162/- which is redeemable within 7 years from the date of allotment at Rs.172/-. This is based on a valuation report which is relied upon by the management. This valuation indicates the existence of uncertainty relating to the future financial projections of the invest company.

Our opinion is not modified in respect of this matter.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. As required by Section 143 (3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books( c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i) The Company has disclosed the impact of pending litigations on its financial

position in its financial statements – Refer Note29 to the financial statements;ii) The Company did not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses;iii) There is a delay in transferring the amounts required to be transferred to the

Investor Education and Protection Fund by the company as on balance sheetdate. However, the Company has transferred the amount on 27.05.2015 with adelay of 206 days.

For M.Anandam& Co.,Chartered Accountants(Firm Regn.No.000125S)

S.VenkateswarluPartnerMembership No.022790Place: Hyderabad

thDate: 28 May, 2015

63


(100% EOU)

(I) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management in a

periodical manner, which in our opinion is reasonable, having regard to the size of theCompany and the nature of its business. No material discrepancies were noticed onsuch physical verification.

(ii) (a) The inventories have been physically verified during the year by the management. Inour opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) The company has maintained proper records of its inventories. The discrepanciesnoticed on verification between the physical stocks and book records were not material.

(iii) The company has granted an unsecured loan to one party covered in the register maintained under section 189 of the Act. During the year the company has not received any payments towards principal and interest. The balance outstanding of Rs. 660.38 lakhs (inclusive of interest and principal dues) is converted into investment in preference shares of the said party read with Note 11.2 and Note 16.1 to the financial statements.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The company has not accepted deposits within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder.

(vi) In our opinion and according to the information and explanations given to us, the Company has made and maintained accounts and records prescribed by the Central Government under sub-section (1) of section 148 of the Act.

(vii) a) According to the information and explanations given to us and the records of theCompany examined by us, the Company is generally regular in depositing undisputedstatutory dues including provident fund, employees' state insurance, income-tax,sales-tax, value added tax, wealth tax, service tax, customs duty, excise duty, valueadded tax, cess and any other statutory dues as applicable with the appropriateauthorities and there were arrears of outstanding statutory dues as at the last day ofthe financial year concerned for a period of more than six months from the date theybecame payable as follows :

Nature of Dues Amount (Rs.)

Income-tax

Employee State Insurance

Provident Fund

1,93,01,130

3,07,812

5,49,418

Annexure to the Auditors' ReportThe Annexure referred to in our report to the members of the Company for the year ended

st on 31 March, 2015. We report that:

64


(100% EOU)

b) According to the information and explanations given to us and records of the Company

examined by us, there are no disputed statutory dues like sales tax, income tax, stcustoms duty, excise duty, service tax, wealth tax, VAT or any cess as at 31 March,

2015.

c) The amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has not been transferred to such fund as on balance sheet date. However, the same amount was transferred on 27.05.2015 with a delay of 206 days.

viii) The Company has no losses at the end of the financial year and has incurred cash loss of Rs. 50.81 lakhs in the financial year and no cash loss in the immediately preceding financial year.

ix) The Company has not defaulted in repayment of dues to a financial institutions or banks.

x) In our opinion and according to the information and explanations given to us, the Company has given corporate guarantee for loan taken by the subsidiary from banks or financial Institutions, the terms and conditions are not prejudicial to the interest of the Company.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily invested pending utilization of the funds for the intended use.

xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.


S.VenkateswarluPartnerMembership No.022790Place: Hyderabad

thDate: 28 May, 2015

65


(100% EOU)

Particulars Note 31st March, 2015 31st March, 2014

I.EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 2 150,300,000

150,300,000

(b) Reserves and Surplus 3 140,127,467

201,347,849

(2) Non-Current Liabilities

(a) Long term borrowings 4 1,511,218

3,068,686

(b) Deferred tax liabilities (Net) 5 9,308,203

9,191,015

(3) Current Liabilities

(a) Short-term borrowings 6 82,712,492

95,146,176

(b) Trade payables 7 56,150,837

26,742,783

(c) Other current liabilities 8 26,118,825

16,332,658

(d) Short-term provisions 9 19,332,395

17,624,046

Total 485,561,437 519,753,214

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 10 95,262,546

107,203,816

(ii) Intangible assets 10 1,044,210

1,288,776

(ii) Captial Work -in - Process 10 20,389,289

-

(b) Non-current investments 11 109,684,715

70,349,904

(c) Long term loans and advances 12 4,071,311

5,636,624

(2) Current assets

(a) Inventories 13 102,854,224 85,873,650 (b) Trade receivables 14 144,361,426 181,834,860 (c) Cash and cash equivalents 15 5,690,863

2,836,617

(d) Short-term loans and advances 16 2,202,853

63,214,451

(e) Other current assets 17 -

1,514,515

Total 485,561,437 519,753,214

Significant Accounting Policies 1

The accompanying notes form an integral part of the Financial Statements

Techtran Polylenses Limited

Balance Sheet as at 31st March, 2015

As per our report of even date

For M. Anandam & Co.,

Chartered Accountants

(Firm Registration No.000125S)

S. Venkateswarlu Dr. Jayaram ChigurupatiChairmanDIN: 00015592

K. Harishchandra PrasadDirectorDIN: 00012564

Muralidhar JampalaChief Financial Officer

Ranjith Kumar ShettyCompany Secretary

Partner

Membership No. 022790

Place: Hyderabad

Date: 28th May, 2015

For and on behalf of the Board of Directors

(Amount in Rupees)

66


(100% EOU)

Particulars Note 31st March, 2015 31st March, 2014

INCOME

Revenue from operations 18 175,454,237

281,545,181

Other Income 19 11,362,738

7,935,129

Total Revenue 186,816,974 289,480,310

EXPENSES

Cost of Materials consumed 20 63,507,032

105,624,546

Changes in inventories 21 (9,621,695)

(10,537,213)

Employee benefits expense 22 69,871,611

70,846,989

Finance Cost 23 8,819,541

6,061,795

Depreciation 10 13,688,660

12,925,314

Other Expenses 24 100,524,223

77,055,565

Total Expenses 246,789,373 261,976,997

Profit Before Tax (59,972,398)

27,503,313

Tax expense:

Current tax -

9,684,020

Deferred tax (466,604)

338,648

Profit After Tax (60,439,003) 17,480,645

Earnings per equity share: 33

(1) Basic (4.02) 1.20

(2) Diluted (4.02) 1.20



As Per our report of even date




S. Venkateswarlu

Partner


Place: Hyderabad



Statement of Profit and Loss for the year ended 31st March, 2015


(Amount in Rupees)

Dr. Jayaram ChigurupatiChairmanDIN: 00015592




67


(100% EOU)

CASH FLOW FROM OPERATING ACTIVITES

Profit/(Loss) before taxation (59,972,398) 27,503,313

Adjustments for

Depreciation 13,688,660 12,925,314

Interest Expense 6,522,738

4,279,511

Other Financial Charges 2,296,804

1,782,284

Interest Received (5,971,689) 16,536,512 (5,670,169) 13,316,940

Operating Profit Before Working capital Changes (43,435,886) 40,820,253

Adjustments for

(Increase)/Decrease in Trade and other receivables 37,473,435

(32,237,327)

(Increase)/Decrease in Loan and Advances 64,091,426

(10,948,746)

(Increase)/Decrease in Inventories (16,980,574)

(11,508,680)

Increase/(Decrease) in Trade Payables 29,408,054

(5,118,671)

Increase/(Decrease) in Other Current Liabilities 9,786,167

2,606,439

Increase/(Decrease) in Provisions 1,708,349

(4,283,088)

125,486,856 (61,490,073)

Cash generated from operations 82,050,970 (20,669,820)

Taxes Paid - 8,279,001

NET CASH FROM OPERATING ACTIVITIES (A) 82,050,970 (28,948,821)

CASH FLOW FROM INVESTING ACTIVITIES

(Increase)/Decrease in Investments (39,334,811)

(4,071,171)

(Purchase)/Deccrease in Fixed Assets and Capital WIP (23,022,909)

(15,867,191)

Interest Received 5,971,689

5,670,169

NET CASH FLOW FROM INVESTING ACTIVITIES (B) (56,386,031) (14,268,193)

CASH FLOW FROM FINANCING ACTIVITIES

Increase/(Decrease) in Share Capital -

12,000,000

Increase/(Decrease) in Short term borrowings (12,433,684)

18,690,550

Increase/(Decrease) in Long term borrowings (1,557,468)

(744,117)

Other Finance Charges (2,296,804)

(1,782,284)

Interest on Term Loans (6,522,738)

(4,279,511)

Dividend paid including Dividend Tax -

(10,941,181)

NET CASH FLOW FROM FINANCING ACTIVITIES (C) (22,810,693) 12,943,457

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 2,854,246 (30,273,557)

CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF THE YEAR 2,836,617 33,110,174

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR 5,690,863 2,836,617

Notes:

1. The above Cash Flow Statement has been prepared under the "Indirect Method as

set out in Accounting Standard-3 "Cash Flow Statement.

2.Cash and Cash equivalents

Cash on hand 6,118 214,802

Balance with banks in current accounts 5,684,745 2,621,815

Other Bank Balances - Fixed Deposits -

-

Cash and Bank Blances(note 15) 5,690,863 2,836,617

The accompanying notes are an integral part of the Financial Statements





S. Venkateswarlu

Partner


Place: Hyderabad


Techtran Polylenses LimitedCash Flow Statement for the year ended 31st MAR, 2015

31st March, 2015

For and on behalf of the Board

31st March, 2014





68


(100% EOU)

I) Basis of Accounting

The financial statements of the company have been prepared in accordance with the generally

accepted accounting principles(GAAP).The company has prepared these financial statements to

comply in all material respects with the accounting standards notified under section 133 of the

Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014.

The financial statements have been prepared on an accural basis and under the historical cost

convention.

ii) Use of Estimates

In preparing the financial statements in conformity with accounting principles generally accepted

in India, management is required to make estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the

financial statements and the reported amounts of revenues and expenses during the year. Actual

results could differ from those estimates. Any revision to accounting estimates is recognized

prospectively in current and future periods.

iii) Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation. The actual cost

capitalized comprises of cost of acquisitions of the asset and other incidental expenditure

incurred for acquiring the assets. The costs of fixed assets not ready for their intended use before

balance sheet date are disclosed under capital work-in-progress.

iv) Depreciation & Amortization

a) Tangible Assets

Depreciation and Amortization on fixed assets is provided on straight-line method and at the rates

and in the manner specified in Schedule II of The Companies Act, 2013, as applicable except ,

glass moulds are being depreciated @16.21%.

b) Intangible Assets

Computer Software is being depreciated @16.21%.

v) Impairment of Assets

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to

determine the provision for impairment loss if any required or the reversal, if any required of

impairment of loss recognized in previous periods

vi) Investments

Investments of long-term nature including, interest in 100% subsidiary company are carried at

cost less provision for permanent diminution in value of such investments, if any.

vii) Inventories

Note: 1 - Significant Accounting policies


69


(100% EOU)

Inventories are valued at lower of cost and net realizable value except waste/scrap, which is

valued at net realizable value. The basis of determining cost for various categories of inventories

are as follows

1) Stores, spare parts, loose tools, raw materials and packing materials are valued at cost by

using FIFO method

2) Work in Progress is valued at material cost plus appropriate share of production overheads

viii) Revenue Recognition

Sale of goods is recognized at the point of dispatch of finished goods to the customers. Sale is

inclusive of excise duty

a) Foreign Currency transactions

(i) Foreign Currency Liabilities incurred for the acquisition of Fixed Assets are translated at

exchange rates prevailing on the last working day of the accounting year or forward cover rates,

as applicable. The net variation arising out of the said translation and roll over charges, if any, are

adjusted to the cost of fixed assets. Depreciation on the revised unamortised depreciable amount

is provided prospectively over the residual life of the asset

(ii) Other Foreign Currency Assets and Liabilities are similarly translated and the net loss/gain

arising out of such translation (after considering roll over charges, if any) is adjusted to the Profit

and Loss Account except in case of doubtful assets, revaluation is not done from the year in which

the asset is identified as doubtful

ix) Employee benefits

(a) Provident Fund

Employees get benefits from a provident fund, a defined contribution plan. The employer make

monthly contributions to the plan and the same is administered through Regional Provident Fund

Commissioner

(b) Leave Encashment

The employees of the company are entitled to leave encashment on the basis of actuarial

valuation. The company does not maintain any fund for the liability.

(c) Gratuity

The company provides for gratuity, a defined benefit plan covering all employees. The gratuity

plan provides an amount at retirement or termination of employment based on the respective

employees last drawn salary and the years of the employment with the company. Liability with

regard to the gratuity plan is accrued based on actuarial valuation at the balance sheet date,

carried out by an independent actuary. Actuarial gain or loss is recognized immediately in the

statement of Profit & Loss as income or expense. The company has an employee’s gratuity fund

managed by the Life Insurance Corporation of India (LIC)

70


(100% EOU)

x) Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period.

Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax

assets, on timing differences, being the difference between taxable income and accounting

income that originate in one period and are capable of reversal in one or more subsequent periods

xi) Earnings per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable

to equity shareholders by the weighted average number of equity shares outstanding during the

period. The weighted average number of equity shares outstanding during the period are

adjusted for events of bonus issue and share split, if any. For the purpose of calculating diluted

earnings per share, the net profit for the year attributable to equity shareholders and the weighted

average number of shares outstanding during the period are adjusted for the effects of all dilutive

potential equity shares

xii) Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there

is a present obligation as a result of past event and it is probable that there will be an outflow of

resources. Contingent Assets are neither recognized nor disclosed in the financial statements.

Provisions, Contingent Assets and Contingent Liabilities are reviewed at each Balance Sheet

datea

71


(100% EOU)

Particulars 31st March, 2015 31st March, 2014

AUTHORIZED

2,00,00,000 Equity Shares of Rs.10 each 200,000,000

200,000,000

(Previous Year : 2,00,00,000 equity shares of Rs 10 each)

200,000,000

200,000,000

ISSUED, SUBSCRIBED & PAID UP

1,50,30,000 Equity Shares of Rs.10 each 150,300,000

150,300,000

(Previous Year: 1,50,30,000 Equity Shares of Rs.10 each)

150,300,000

150,300,000

2.1 - The Details of Shareholders holding more than 5% shares in the company

Name of the Shareholder Number of Shares Number of Shares % of Share

holding

Credence Infrastructure Private Ltd (previously known as Credence

Infrastructure Ltd) 6,748,200 44.90

6,748,200 44.90

2.2 Reconciliation of the number of shares


Number of Shares at the beginning of the year 15,030,000

14,280,000

Add: Issued during the year -

750,000

Number of shares at the end of the year 15,030,000

15,030,000

2.3 Rights, Preferences and restrictions attached to Equity Shares

Note - 3 : Reserves & Surplus


31st March, 2015 31st March, 2014

Securities Premium Reserve

Opening balance 27,536,000 18,536,000

Add: on issue of shares - 9,000,000

Closing balance 27,536,000

General Reserve 50,000,000 50,000,000

Surplus

Opening balance 123,811,849 106,331,204

Add : Net profit/(loss) transferred from Statement of P & L (60,439,003) 17,480,645

Less: Adjustment for depreciation difference on fixed assets (Refer

Note 3.1) 781,380 -

Closing balance 62,591,467 123,811,849

Note - 4 : Long Term Borrowings

Particulars

Secured Loans:

Vehicle Loans

- From Banks 1,511,218 2,840,994

- Financial Institutions - 227,692

Total 1,511,218 3,068,686

31st March, 2014


Note - 2 : Share capital

(Amount in Rupees)

31st March, 2015

The Company has one class of Equity shares having at par value of Rs 10 per Share.Each Shareholder is eligible for one vote per Share held.

The dividend proposed by the Board of Directors is Subject to approval of Shareholders in the ensuing Annual General Meeting. In the event of

liquidation of the company,the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all

Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3.1 Consequent to the enactment of the Companies Act, 2013 , the company has charged depreciation based

on the useful life of the assets as prescribed as per Schedule II of the companies Act 2013. Accordingly, where

the remaining uselful life of the assets expired as on 1st April, 2014 the carrying amount of those assets has

been adjusted against the opening retained earnings by Rs. 11,30,796 (net of deferred tax of Rs. 7,81,380.04)

4.1 The loans are secured by hypothetication of vehicles .

27,536,000

% of Share holding

72


(100% EOU)

4.2 Repayment Schedule

Interest Rate

IDBI Bank Ltd 10.25% 456,135 416,966 -

IDBI Bank Ltd 12.50% 46,113 - -

Tata Motors Finance Ltd 7.15% 227,692 - -

Axix Bank Ltd 10.76% 430,539 476,654 215,307

ICICI Bank Ltd 12.00% 394,449 402,291 -

1,554,928 1,295,911 215,307

Note - 5 : Deferred Tax Liabilities (Net)


Deferred Tax Liability (Opening) 9,191,015 8,852,370 Add: On account of Employee Benefits 402,117 81,718 Add: On account of Depreciation 64,487 256,927 Closing Deferred Tax Liability 9,657,619

Deferred Tax Asset (Opening) - -

Adjustment for deferred tax difference on fixed assets (Refer Note

3.1) 349,416 -

Closing Deferred Tax Asset 349,416 -

Closing deferred Tax Liability 9,308,20 3 9,191,015

Note - 6 : Short Term Borrowings


Secured loans - Banks

Working capital loan 82,712,492 95,146,176

Total 82,712,492 95,146,176

Note - 7 : Trade Payables


Dues to micro and small enterprises 87,553 118,967

Other suppliers 56,063,284 26,623,817

Total 56,150,837 26,742,783

Note - 8 : Other Current Liabilities


Others

Current maturities of long term debt (Refer Note 4.2 above) 1,554,928 2,544,331

Expenses Payable 2,699,606 3,586,555

Statutory Dues 5,436,915 2,114,460

Duties & Taxes 5,651,332 2,959,425

Unclaimed Dividend* 2,039,848 2,113,578

Salaries & Wages Payable 7,490,801 2,196,810

Advance from Customers 1,245,395 817,499

Total 26,118,825 16,332,658

Note - 9 : Short Term Provisions


Provision for Income Tax (net of advance tax) 14,331,497 15,084,100

Employee Benefits

Provision for Gratuity 4,129,900 2,024,279

Provision for Leave Encashment 870,998 515,667

Total 19,332,395 17,624,046

* Out of this amount, Rs. 5,89,047 is transferred to The Investor Education and Protection Fund on 27.05.2015

with delay.

Total

ParticularsMaturity Profile

2015-16 2016-17 2017-18

Note 6.1 Working capital Loan is taken from Export-Import Bank of India @ 5.328% interest and the loan issecured by creating paripas sufirst charge on the present & future current assets and corporate office Buildingof the company. Second charge on present and future Fixed assets. The loan is also secured by the personal.guarantee given by Dr.Jayaram Chigurupati, Chairman of the Company.

73


(100% EOU)

ADDIT

IONS

DELET

IONS/

Adjus

tment

sAS

AT31.

03.201

5AS

AT01.

04.201

4FO

R THE

YEAR

ADJUS

TMEN

TSDE

LETION

SAS

AT31.

03.201

5AS

AT31.

03.201

5AS

AT31.

03.201

5

NET B

LOCK

DEPR

ECIATI

ONGR

OSS B

LOCK

-

-

6,3

98,873

-

-

-

-

-

6,3

98,873

6,3

98,873

-

-

58,

659,43

1

25,

098,97

2

1,9

50,111

-

-

27,

049,08

3

31,

610,34

8

33,

560,45

9

455,90

2

720,00

0

338

,316,5

18

312

,327,9

91

1,6

10,295

-

67,767

313

,870,5

19

24,

445,99

9

26,

252,62

5

2,5

22,25

7

-

36,471

,367

10,153

,577

5,724,

717

-

-

15,878

,294

20,593

,073

23,795

,533

29,

492

8,3

85,085

5,525,

926

529

,720

113

,341

-

6,168,

987

2,2

16,098

2,9

43,008

3,2

00

4,0

84,976

3,466,

044

334

,762

340

,288

-

4,141,

094

(56

,118)

956,02

0

143

,237

6,9

59,205

5,015,

247

326

,179

-

-

5,341,

426

1,6

17,779

1,8

00,721

131

,765

3,7

89,885

3,026,

337

495

,666

302

,608

-

3,824,

611

(34

,726)

934,39

1

16,

229,91

5

6,0

42,288

1,341,

848

374

,559

-

7,758,

695

8,4

71,220

10,

562,18

6

3,285,

853

479

,295,2

55

370

,656,3

82

12,

313,29

8

1,1

30,796

67,

767

384,03

2,709

95,262

,546

107,20

3,816

-

2,1

71,036

882,26

0

244,56

6

-

-

1,1

26,826

1,044,

210

1,288,

776

-

2,1

71,036

882,26

0

244,56

6

-

-

1,1

26,826

1,044,

210

1,288,

776

20,389

,289

-

-

-

-

-

-

20,

389,28

9

-

20,389

,289

-

-

-

-

-

-

20,389

,289

-

3,285,

853

481

,466,2

91

371

,538,6

42

12,

557,86

4

1,1

30,796

67,

767

385,15

9,535

96,306

,756

108,49

2,592

10,648

,016

-

464

,164,0

43

352

,786,5

22

11,

888,15

0

(6,

061,34

4)

-

358,61

3,328

105,55

0,715

100,72

9,505

(Amou

nt in R

upees

)

20,389

,289

20,389

,289

TECH

TRAN

PO

LYLE

NSE

S LI

MIT

EDNo

te:10

FIXED

ASSET

S PART

ICULAR

SAS

AT01.

04.201

4

Tangib

le Asse

ts

Land

6,398,

873

Buildi

ngs58,

659,43

1

Plant

& Equ

ipment

338,58

0,616

Glass M

oulds

33,949

,110

Furnit

ure &

Fixtur

es8,4

68,934

Office

Equip

ment

4,422,

064

Transf

ormer

& Elec

t, Equ

ip6,8

15,96

8

Data P

rocess

ing Eq

uipme

nt3,9

60,72

8

Vehicle

s16,

604,47

4

Sub-to

tal477

,860,1

98

Intang

ible As

sets

ERP So

ftware

2,171,

036

Sub-to

tal2,1

71,036

CWIP

-

Sub-to

tal-

Total

480,03

1,234

Previo

us Yea

r453

,516,0

27

74


(100% EOU)

Note - 11 : Non Current Investments


Long term - Unquoted

Investments in Subsidiary Companies

Techtran Opthalmics Pvt Ltd 27,500,000 27,500,000

Current Year: 27,50,000 Equity Shares of face value of Rs.10/- each

Previous Year: 27,50,000 Equity Shares of face value of Rs.10/- each

Advance against Share capital in Techtran Optics Pvt ltd 4,071,171

4,071,171

Less: Provision for diminution in value -4,071,170

1

Techtran Optics Pvt Ltd

99,999 Equity Shares of face value of Rs.10/- each 999,990

999,990

Less: Provision for diminution in value (Ref. Note 11.1) -999,989

1

Techtran Lenses Inc, USA

4,10,000 Shares of face value of USD 1/- each 21,632,743

21,632,743

Less: Provision for diminution in value -21,632,742

1

Investments in other Companies

Andhrapradesh Gas Power Corporation Ltd

1,04,000 Equity shares of Rs.10 each 16,146,000

16,146,000

Hemarus Therapeutics Limited

3,83,946 10% Non Convertible, Non Participating, Redeemable Cumulative Preference Shares of Rs.10/- each at premium of Rs.162/-.(Refer Note 11.2 & 16.1) 66,038,712

-

109,684,712

70,349,904

Total 109,684,715

70,349,904

Note - 12 : Long Term Loans and Advances


Unsecured, Considered Good :

Advance for Capital Assets 2,566,961

4,327,797

Deposits with Government Department 99,500

99,500

Other Deposits 1,404,850

1,209,327

Total 4,071,311

5,636,624

Note - 13 : Inventories (As taken, certified and valued by the management)


Raw Materials 12,376,425 5,571,901 Packing Material 2,927,557 3,649,291 Work-In-Progress 4,541,826 1,996,601 Finished Goods 64,671,813

57,595,343

Stores & Spares 18,819,850

17,543,760

103,337,470

86,356,896

Less: Provision for Shortages 483,246

483,246 Total 102,854,224

85,873,650

Note - 14 :Trade Receivables


Unsecured, Considered Good

More than six months from the date they are due for paymen t 116,339,916

97,928,209

Others 43,936,280 83,906,651

144,361,426 181,834,860

Unsecured ,Considered Doubtful 15,914,770 2,068,285

Less: Provision for Bad and Doubtful Debts 15,914,770 2,068,285

- -

Total 144,361,426 181,834,860

Note 14.1: Trade receivables include Rs 10,40,52,453/- (Previous Year 9,67,38,225/-) due from Techtran Ophthalmics

Private Limited, Subsidiary Company

Techtran Polylenses Limited(Amount in Rupees)

Note 11.1: In the opinion of the Management , the provision for diminution in the value of investments relating to domestic and foreign subsidiaries is due to permanent diminution in the value of investments.

Note 11.2: The investment of preference shares in Hemarus Therapeutics Limited is redeemable within 7 years from the date ofallotment at Rs.172/- and is based on a valuation report. In the opinion of the management, the said investment is realisable at the value stated in the balance sheet.

75


(100% EOU)

Note - 15 : Cash and Cash Equivalents


Balance with banks in current accounts 3,644,941 508,281

Cash on hand 6,118 214,802

Earmarked balances with banks( Unpaid dividend) 2,039,804

2,113,534

5,690,863

2,836,617

Total 5,690,863

2,836,617

Note - 16 : Short Term Loans and Advances

Particulars 31st March, 2015 31st March, 2014Unsecured, Considered Good :Loans & Advances to related partiesHemarus Therapeutics Limited (Refer Note 16.1)Others advances

-

60,664,293

Advance to Suppliers 887,983

518,603

CENVAT receivable 132,281

8,298

Prepaid Expenses 451,994

645,730

1,472,258

61,836,924

Advances to Employees

Tour Advances -

8,683

Festival and Salary Advances -

796,834

Other Advances 730,596

572,010

730,596

1,377,527

Unsecured ,Considered Doubtful 534,287

631,053

Less: Provision for expenses and Salary Advances 534,287

631,053

-

-

Total 2,202,853

63,214,451

Note - 17 : Other Current Assets


Discount receivable -

1,514,515

Total -

1,514,515

Note 16.1 : The advance receivable of Rs. 6,06,64,293 from Hemarus Therauptics Limited has been converted into Preference

shares during the current year.

76


(100% EOU)

Note - 18 : Revenue from operations


Sale of Products - Lenses

Exports 132,274,737

218,783,473

Domestic 48,542,250

70,568,593

Revenue from Operations (Gross) 180,816,987

289,352,066

Less: Excise Duty 5,362,750

7,806,885

Revenue from Operations (Net) 175,454,237

281,545,181

Note - 19 : Other Income


Interest Income 5,971,689

5,670,169

Rental Income 1,485,267

1,494,000

Misc Income 44,177

770,960

Exchange Fluctuation Gain 3,704,494

-

Total 11,205,627

7,935,129

Note - 20 : Cost of materials consumed


Raw Material

Opening Stock 3,169,334 3,633,252

Add: Purchases 67,043,642 114,684,620

70,212,976 118,317,872

Less: Closing Stock 10,390,875 3,169,334

59,822,101 115,148,537

Less: Discount on purchases -

(13,000,023) Cost of Raw Material Consumed 59,822,101

102,148,514

Packing materials

Opening Stock 3,649,291 2,827,689 Add; Purchases 2,963,198 4,297,634

6,612,488 7,125,323

Less: Closing Stock 2,927,557 3,649,291

Cost of Packing Material Consumed 3,684,931

3,476,032

Total 63,507,032

105,624,546

Note - 21 : Changes in inventories


Inventories (Opening)

Finished Goods 57,595,343

47,845,112

Work-in-progress 1,996,601

1,209,619

Sub Total (A) 59,591,944

49,054,731

Inventories (Closing)

Finished Goods 64,671,813

57,595,343

Work-in-progress 4,541,826

1,996,601

Sub Total (B) 69,213,638

59,591,944

Changes in Inventories (9,621,695)

(10,537,213)

Note - 22 : Employee benefits expense


Salaries and wages 60,518,443

59,947,167

Contribution to provident & other funds 6,879,001

5,203,535

Director Remuneration -

1,925,000

Staff welfare expenses 2,474,167

3,771,287

Total 69,871,611

70,846,989

Note - 23 : Finance cost


Interest expense 6,522,738

4,279,511

Other financial charges 2,296,804

1,782,284

Total 8,819,541

6,061,795


77


(100% EOU)

Note - 24 : Other Expenses


Consumption of stores & spares 8,310,037

12,051,991

Power and fuel 14,614,872

13,799,106

Electricity Charges - Office 900,000

1,279,605

Repairs to buildings -

1,652,585

Insurance 587,531

484,162

Rates & Taxes 1,103,211

1,524,641

Excise duty on Inventories 2,068,516

(2,478,509)

Foreign Exchange Loss (Net) -

4,635,555

Printing & Stationery 930,746

1,921,496

Professional Charges 1,626,335

1,260,102

Bank Charges 221,860

553,116

Postage & Courier 411,538

814,964

Travelling & Conveyance 1,930,367

3,167,564

Telephone & Communication 845,657

741,766

Office Maintenance 1,683,700

1,832,435

Job work charges 16,873,821

18,253,554

Other manufacturing expenses 249,482

832,957

Repairs to Plant & machinery 115,597

405,705

Vehicle Maintenance 1,008,583

2,538,536

Factory Maintenance 1,276,778

1,592,626

Service Tax -

497,925

Sales & Distribution expenses 305,730

485,232

Carriage Outwards 1,936,653

2,782,145

Auditors' remuneration 1,011,240

1,001,894

Directors sitting fee 297,192

294,372

Provision for Bad and doubtful debts 13,846,485

1,468,511

Penalty 109,065

-

Advances to Erst while Directors Written Off -

2,072,000

Provision for Doubtful advances -

631,053

Miscellaneous expenses 903,093

958,476

Loss due to theft of spare parts of generator 652,233

-

Provision for dimunition in the value of investments held in

subsidiary companies 26,703,901

-

Total 100,524,223

77,055,565

Note - 25 : Payment to auditor


Statutory Audit 550,000

550,000

Tax Audit 140,000

140,000

Limited Review 160,000

153,617

Certification fee 50,000

50,000

Service tax 111,240

91,464

Out of pocket expenses -

16,813

Total 1,011,240

1,001,894

Note - 26 : Value of the Imports on C.I.F basis


Raw Materials 67,043,642

105,999,335

Components and spares 1,175,534

12,046,276

Capital goods 23,367,448

11,698,263

Total 91,586,624

129,743,874

Note - 27 : Expenditure in foreign currency


Foreign Travel 242,273

999,739

Total 242,273

999,739

Note - 28 : Earnings in Foreign Currency


FOB Value of Exports 133,091,937

170,633,511

Total 133,091,937

170,633,511

Note -29 : Contingent Liabilities


i) Claims against the Company not acknowledged as debt

APCPDCL wheeling charges claim in Supreme Court 8,780,033

8,780,033

ii) Guarantees

Corporate Guarantees given on behalf of Subsidiary Companies15,805,489

15,805,489

78


(100% EOU)

Note - 30: Employee Benefits: (Disclosed as per AS 15)

a) Gratuity

The Company operates post retirement gratuity plan with LIC, the details of post retirement benefit

gratuity plan are as follows:


a) Changes in the Present Value of Obligation

Present value of obligations as at beginning of year 12,294,464 9,369,788

Interest cost 983,557 749,583

Current Service cost 554,885 518,707

Benefits paid (422,884)

-

Actuarial (gain)/loss on obligations 1,648,132 1,656,386

Present value of obligations as at end of year 15,058,154 12,294,464

b) Changes in Fair value of plan assets

Fair value of plan assets at beginning of year 10,270,185 7,410,719

Expected return of plan assets 918,338 814,617

Contributions - 2,044,849


-

Actuarial (gain)/loss on plan assets -

-

Fair value of plan assets at the end of year 10,928,254 10,270,185

c) Assets recognized in the Balance Sheet

Present value of obligations as at the end of year 15,058,154 12,294,464

Fair value of plan assets as at the end of the year (10,928,254) (10,270,185)

Net asset/(liability) recognized in balance sheet 4,129,900 (2,024,279)

d) Expenses recognized in the Statement of Profit & Loss

Current service cost 554,885 518,707


Expected return on plan assets (918,338) (814,617)

Net Actuarial (gain)/loss recognized in the year 1,648,132 1,656,386

Expenses recognized in statement of profit and loss 2,268,236 2,110,059

e) Assumptions

Discount Rate 8.00% 8.00%

Salary Escalation 4.00% 4.00%

b) Leave Encashment



Present value of obligations as at beginning of year 515,667 933,083




-

Actuarial (gain)/loss on obligations 780,213 (616,453)

Present value of obligations as at end of year 870,998 515,667


Fair value of plan assets at beginning of year - -

Expected return of plan assets - -

Contributions - -

Benefits paid - -

Actuarial (gain)/loss on plan assets - -

Fair value of plan assets at the end of year - -


Present value of obligations as at the end of year 870,998.00 515,667.00

Fair value of plan assets as at the end of the year - -

Funded status - -

Net asset/(liability) recognized in balance sheet (870,998.00) (515,667.00)




Expected return on plan assets - -

Net Actuarial (gain)/loss recognized in the year 780,213 (616,453)

Expenses recognized in statement of profit and loss 927,335 (417,416)

e) Assumptions



(Amount in Rupees)

79


(100% EOU)

Note - 32: Consumption of Raw materials

Particulars 31st Mar 2015 31st Mar 2014

Indigenous rawmaterial 10,701,103 13,249,234

Imported rawmaterials 61,115,966 104,427,307Total consumption 71,817,069 117,676,541

Note : - 33 Related Party Disclosures: As per AS-18

i) Subsidiary Companies:

Techtran Opthalmics Private Limited

Techtran Lenses, Inc USA

Techtran LLC, USA


ii) Key Management Personnel

Sri. Devendra Patil - Chief Executive Officer - upto 31st July 2014

Sri C.K.Hariharan - Manager from 25th March 2015

iii) Dr.Jayaram Chigurupati, Chairman

iv) Companies in which Directors have substantial interest

Hemarus Therapeutics Ltd

Credence Infrastructure Private Limited (Previously known as Credence Infrastructure Limited)

Transactions during the year

Subsidiary Companies 31st March, 2015 31st March, 2014

Sale of Lenses 24,361,847

35,903,997

Job Work Charges 16,873,821 18,253,554

Electricity Charges 900,000

1,279,605

Rent Balance outstanding (Net) 104052453 96738225

1,494,000 1,494,000

Provision for diminuition in the value of investments 26,703,901 -

Provision for bad debts 8,156,503

-

Key Management personnel 31st March, 2015 31st March, 2014

Remuneration 1,048,991

3,848,508

Companies in which Directors have substantial interest


Investments made 66,038,712 -

Interest Income 5,971,689 -

Loan granted - 15,772,422

Balance Outstanding -

60,664,293

Note - 31 : Segment Reporting:

Geographical Segments 31st Mar 2015 31st Mar 2014

India 43,179,500

62,761,708

Outside India 132,274,737

218,783,473

Total Sales 175,454,237

281,545,181

The companyisengagedinthemanufacturingofOphthalmiclenses. AsperAccountingStandard17thisistheonlyreportable

business segment.Aspartofsecondaryreporting,revenuesareattributedtogeographicareasbasedonthelocationofthe

customers

80


(100% EOU)

Note - 34: Earnings per share


a) Profit for the year (60,439,003) 17,480,645

b) Weighted number of ordinary shares outstanding 15,030,000

14,524,170

c) Effect of potential equity -

-

d) Weighted average number of ordinary shares in 15,030,000

14,524,170

computing diluted earnings per share [(b)+(c)]

Earnings per share on profit for the year

(Face value Rs.10 per share)

Basic [(a)/(b)] (4.02) 1.20

Diluted [(a)/(d)] (4.02) 1.20


i.The principalamountremainingunpaidtoanysupplierasatthe

end of each accounting year 87,553

118,967

ii.The interestduethereonremainingunpaidtoanysupplierasat

the end of each accounting year. -

iii.The amountofinterestpaidbythebuyerintermsofSection16,

of theMSMEDAct,2006alongwiththeamountsofthepayment

made tothesupplierbeyondtheappointeddayduringeach

accounting year -

iv.The amountofinterestdueandpayablefortheperiodofdelayin

making payment(whichhavebeenpaidbutbeyondtheappointed

day duringtheyear)butwithoutaddingtheinterestspecifiedunder

MSMED Act, 2006 -

v.The amountofinterestaccruedandremainingunpaidattheend

of each accounting year; and -

vi.The amountoffurtherinterestremainingdueandpayableevenin

the succeedingyears,untilsuchdatewhentheinterestduesas

above areactuallypaidtothesmallenterpriseforthepurposeof

disallowance asadeductibleexpenditureunderSection23ofthe

MSMED Act, 2006 -

Note -36: Certain balances of domestic and export debtors and creditors are subject to confirmation and reconciliation.


S. VenkateswarluPartnerMembership No. 022790

Dr. Jayaram ChigurupatiChairmanDin: 00015592



K. Harishchandra PrasadDirectorDin: 00012564

For M. Anandam & Co.,Chartered Accountants


(Firm Registration No. 000125S)

Place: Hyderabad


Note - 35: Disclosures under MSMED Act (To the extent the information available with the Company)

Note -37: Previous Year figures are regrouped/rearranged/reclassified wherever necessary to conform to the current year

classification.

81


(100% EOU)

INDEPENDENT AUDITOR'S REPORT

To the Members of


Reporton the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Techtran Polylenses Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries Techtran Ophthalmics Private Limited, Techtran Optics Private Limited, Techtran Lenses INC (USA), Techtran USA, LLC (the Holding Company and its subsidiaries together referred to as “the

stGroup”) comprising of the Consolidated Balance Sheet as at 31 March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of the consolidated financial statements in terms of the requirements of the Companies Act,2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting fraudsandotherirregularities;theselectionandapplicationofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement ,whether due to fraud or error, which have been used for the purpose o f preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial

82


(100% EOU)

control system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

staccepted in India, of the consolidated state of affairs of the Group, as at 31 March, 2015, and the consolidated loss and their consolidated cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matter in the Notes to the financial statements:

Note 12.1 and Note 17.1 to the consolidated financial statements which indicates that the Holding Company and its subsidiary Techtran Ophthalmics Private Limited have converted the loans given to related party into 10% Non-Convertible, Non-Participating, Redeemable Cumulative Preference Shares of Rs.10/- each at premium of Rs.162/- which is redeemable within 7 years from the date of allotment at Rs.172/-. This is based on a valuation report which is relied upon by the management. This valuation indicates the existence of uncertainty relating to the future financial projections of the investee company.

Our opinion is not modified in respect of this matter.

We did not audit the financial statements of subsidiaries, Techtran Lenses, INC, USA and Techtran USA, LLC whose financial statements reflect total assets of Rs. 25.67 lakhs as at 31st March, 2015, total revenues of Rs. 9.34 lakhs and net cash flows amounting to Rs. (1.65 Lakhs) for the year ended on that date, as considered in the consolidated financial statements. These financial statements are not audited by us, and our opinion on the financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report of the management.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports and the financial statements / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015(“the Order”), issued by the Central Government of India in terms of sub-section(11)of Section143 of the Act, based on the comments in the auditors' reports of the Holding company, subsidiary companies, associate companies and jointly controlled companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3and 4 of the Order, to the extent applicable.

2. As required by Section143(3)of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid

Other Matters

83


(100% EOU)

consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement withthe relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting StandardsspecifiedunderSection133oftheAct,read with Rule7 of the Companies(Accounts) Rules,2014.

(e) On the basis of the written representations received from t he directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies, its associate companies and jointly controlled companies incorporated in India is disqualified as on

st31 March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies(Audit and Auditor's)Rules, 2014,in our opinion and to the best of our information and according to the explanations given to us:

i The consolidated financial statements disclosed the impact of pending litigations on the consolidated financial position of the Group–ReferNote30tothe consolidated financial statements.

ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There is a delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Holding Company as on balance sheet date. However, holding company has transferred the amount on 27.05.2015 with a delay of 206 days


S.VenkateswarluPartnerMembership No.022790

Place: HyderabadthDate: 28 May, 2015

84


(100% EOU)

The Annexure referred to in our report to the members of the Holding Company for the year ended on 31st March, 2015. We report that:

(i) (a) The Group has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management in a periodical manner, which in our opinion is reasonable, having regard to the size of the Group and the nature of its business. No material discrepancies were noticed on such physical verification.

(ii) (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Group and the nature of its business.

(c) The Group has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) The Holding Company and its subsidiary Techtran Ophthalmics Private Limited have granted an unsecured loan to one party covered in the register maintained under section 189 of the Act. During the year the Holding Company has not received any payments towards principal and interest and the subsidiary company has also not received any payments towards principal. The subsidiary company has not charged any interest on the loan granted. The balances outstanding of Rs. 747.69 lakhs (inclusive of interest and principal dues) are converted into investments in preference shares of the said party read with Note 12.1 and Note 17.1 to the financial statements.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Group and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The group has not accepted deposits within the meaning of Sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the cost records maintained by the Group as prescribed under sub-section (1) of section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

(vii) a) According to the information and explanations given to us and the records of the Group examined by us, the Group is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, value added tax, wealth tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues as applicable with the appropriate authorities and there were arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable as follows:

Annexure to the Auditors' Report

85


(100% EOU)

Nature of Dues Amount (Rs.)

Income-tax

Employee State Insurance( ESI)

Provident Fund (P.F.)

Excise duty

1,93,01,130

3,07,812

5,49,418

15,622

a) According to the information and explanations given to us and records of the Group examined by us there are no disputed statutory dues like sales tax, income tax, customs duty, excise duty, service tax, wealth tax, VAT or any

stcess as at 31 March, 2015.

b) The amounts required to be transferred by the Holding Company to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has not been transferred as on the balance sheet date. However, the same amount has transferred on 27.05.2015 with a delay of 206 days delay

(viii) The Group does not have any accumulated losses at the end of the financial year and has incurred cash loss of Rs.162.08 lakhs in the financial year and no cash loss in the immediately preceding financial year.

(ix) The Group has not defaulted in repayment of dues to a financial institutions or banks.

(x) According to the information and explanations given to us the Holding Company has given corporate guarantee to subsidiary company for loans taken from banks or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the Holding company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily invested pending utilization of the funds for the intended use.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Group was noticed or reported during the year.


S.VenkateswarluPartnerMembership No.022790

Place: HyderabadthDate: 28 May, 2015

86


(100% EOU)

Particulars Note 31st March 2015 31st March 2014

I.EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 2 150,300,000

(b) Reserves and Surplus 3 158,427,781

(c) Minority Interest 7,081,381 10,034,778

(2) Non-Current Liabilities

(a) Long term borrowings 4 3,068,686

(b) Deferred tax liabilities (Net) 5 17,253,644

(c) Long term provisions 6 909,343

(3) Current Liabilities

(a) Short-term borrowings 7 109,618,245

(b) Trade payables 8 44,873,012

(c) Other current liabilities 9 20,410,369

(d) Short-term provisions 10 17,630,306

Total 513,008,310 532,526,164

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 11 187,843,380

(ii) Intangible assets 11 1,288,776 (ii) Capital work-in-progress 27,526,142 12,809,343 (b) Non-current investments 12 20,803,500 (c) Long term loans and advances 13 13,332,052

(2) Current assets

(a) Inventories 14 121,927,923

(b)Trade receivables 15 95,304,778

(c) Cash and bank balances 16 6,452,367

(d) Short-term loans and advances 17 68,739,997

(e) Other current assets 18 4,024,047

Total 513,008,310 532,526,164



Amount in Rupees

Consolidated Balance Sheet as at 31st March, 2015










Partner


Place: Hyderabad



150,300,000112,164,869

1,511,218

17,647,116

629,826

101,488,859

70,485,053

32,361,14319,338,845

170,643,065

1,044,210

95,572,58812,005,013

122,967,69368,058,521

8,688,9093,934,190

2,567,979

87


(100% EOU)

INCOME

Revenue from operations 19 334,844,656228,430,962

Other Income 20 6,917,070 9,853,529

Total Revenue 238,284,491 341,761,726

EXPENDITURE

Cost of Materials consumed 21 117,123,688 74,883,374

Changes in inventories 22 -10,537,213 -9,621,695

100,803,624

8,819,542

85,848,661

Employee benefits expense 23 105,649,931

Finance Cost 24 6,061,795

Depreciation 25,131,845 19,622,020

Other Expenses 23 102,882,106

Total Expenses 285,865,351 340,802,328

Profit before tax (47,580,861)

959,397

Tax expense:

Current tax - 9,684,020

Tax for the earlier years - -

Deferred tax (762,906)

2,641,007

Profit After Tax before minority interest (48,343,767) (11,365,630)

Less: Minority Interest -8,361,994 (6,815,811)

Profit for the year (39,981,774) (4,549,819)

Earnings per equity share:

(1) Basic (2.66) (0.32)

(2) Diluted (2.66) (0.32)


As Per our report of even dat


Consolidated Statement of Profit and Loss for the Year Ended 31st March, 2015

Amount in Rupees

Particulars Note 31st March 2015 31st March 2014









Partner


Place: Hyderabad



88


(100% EOU)

CASH FLOW FROM OPERATING ACTIVITES

Profit before taxation -47,580,861 959,397

Adjustments for

Profit on sale of asset - -

Foreign Currency Translation Reserve 1,674,708

1,524,696

Depreciation 25,131,845 19,622,020

Prior Period adjustments 64,782

(1,458,769)

Interest Expense 6,522,738 4,279,511

Other Financial Charges 2,296,804 1,782,284

Interest Received (6,099,225)

29,591,652 (5,785,551) 19,964,191

Operating Profit Before Working capital Changes -17,989,209

20,923,588

Changes in Working Capital

(Increase)/Decrease in Trade and other receivables 28,702,315

(20,621,049)

(Increase)/Decrease in Loan and Advances 1,327,039

(20,664,259)

(Increase)/Decrease in Inventories (1,039,769)

(5,300,623)

Increase/(Decrease) in Creditors 25,612,041

(2,232,778)

Increase/(Decrease) in Other Liabilities 11,146,742

(802,910)

Increase/(Decrease) in Provisions 1,708,539

(20,443,810)

67,456,906

(70,065,429)

Cash generated from operations 49,467,697

(49,141,841)

Taxes Paid - 8,279,001

NET CASH FROM OPERATING ACTIVITIES (A) 49,467,697

(40,862,840)

CASH FLOW FROM INVESTING ACTIVITIES

Investments

Purchase/Increase in Fixed Assets and Capital work in progress (34,823,984)

(26,361,934)

Sale of Fixed Asset -

-

Interest Received 6,099,225

5,785,551

NET CASH FLOW FROM INVESTING ACTIVITIES (B) (28,724,759)

(20,576,383)

CASH FLOW FROM FINANCING ACTIVITIES

Increase/(Decrease) in Share Capital -

12,000,000

Increase/(Decrease) in Short term borrowings -8,129,386

30,588,346

Increase/(Decrease) in Long term borrowings (1,557,468)

(717,813)

Other Finance Charges (2,296,804)

(1,782,284)

Interest paid on Term Loans (6,522,738)

(4,279,511)

Dividend paid including Dividend Tax (10,941,181)

NET CASH FLOW FROM FINANCING ACTIVITIES - C (18,506,395) 24,867,557

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 2,236,542 (36,571,677)

CASH AND CASH EQUIVALENTS AS AT 01.04.2014 6,452,367

43,024,044

CASH AND CASH EQUIVALENTS AS AT 31.03.2015 8,688,909

6,452,367

Notes:1. The above Cash Flow Statement has been prepared under the

"Indirect Method as set out in Accounting Standard-3 "Cash Flow

Statement.

2.Cash and Cash equivalentsCash on hand 44,657 233,653 Balance with banks in current accounts 7,548,244 5,205,148 Other Bank Balances-Fixed Deposits 1,096,008 1,013,565

Cash and Bank Blances(note 16) 8,688,909 6,452,366

The accompanying notes form an integral part of the Financial Statement s


For M.Anandam& Co.,


(Firm Registration No: 000125S)


Year Ended

31.03.2015

TECHTRAN POLYLENSES LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015

Year Ended

31.03.2014





S. Venkateswarlu

Partner


Place: Hyderabad

89


(100% EOU)


Note: 1 - Consolidated Significant Accounting policies

i Basis of Accounting

The financial statements of the company have been prepared in accordance with the generally accepted accounting principles(GAAP).The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accural basis and under the historical cost convention.

ii Use of Estimates

In preparing the financial statements in conformity with accounting principles generally accepted in India, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.

iii Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation. The actual cost capitalized comprises of cost of acquisitions of the asset and other incidental expenditure incurred for acquiring the assets. The costs of fixed assets not ready for their intended use before balance sheet date are disclosed under capital work-in-progress

iv Depreciation

Depreciation and Amortization on fixed assets is provided on straight-line method and at the rates and in the manner specified in Schedule II of The Companies Act, 2013, as applicable, except glass moulds are being depreciated @16.21%. Computer Software is being depreciated @16.21%.

v Impairment of Assets

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine the provision for impairment loss if any required or the reversal, if any required of impairment of loss recognized in previous periods

vi Investments

Investments of long-term nature including interest in 100% subsidiary company are carried at cost less provision for permanent diminution in value of such investments, if any

vii Inventories

Inventories are valued at lower of cost and net realizable value except waste/scrap, which is valued at net realizable value. The basis of determining cost for various categories of inventories are as follows

a) Stores, spare parts, loose tools, raw materials and packing materials are valued at cost b y using FIFO method

b) Work in Progress is valued at material cost plus appropriate share of production overheads

viii Revenue Recognition

Sale of goods is recognized at the point of dispatch of finished goods to the customers. Sales is inclusive of excise duty.

ix Foreign Currency transactions

90


(100% EOU)

a) Foreign Currency Liabilities incurred for the acquisition of Fixed Assets are translated at exchange rates prevailing on the last working day of the accounting year or forward cover rates, as applicable. The net variation arising out of the said translation and roll over charges, if any, are adjusted to the cost of fixed assets. Depreciation on the revised unamortised depreciable amount is provided prospectively over the residual life of the asset

b) Other Foreign Currency Assets and Liabilities are similarly translated and the net loss/gain arising out of such translation (after considering roll over charges, if any) is adjusted to the Profit and Loss Account except in case of doubtful assets, revaluation is not done from the year in which the asset is identified as doubtful

x Employee benefits

Provident Fund

Employees get benefits from a provident fund, a defined contribution plan. The employer make monthly contributions to the plan @12% of the employee’s basic salary and the same is administered through Regional Provident Fund Commissioner

Leave Encashment

The employees of the company are entitled to leave encashment which is debited to profit and loss account on the basis of actuarial valuation. The company does not maintain any fund with trust. It is paid by the company as and when liability arise

Gratuity

The company provides for gratuity, a defined benefit plan covering all employees. The gratuity plan provides an amount at retirement or termination of employment based on the respective employees last drawn salary and the years of the employment with the company. Liability with regard to the gratuity plan is accrued based on actuarial valuation at the balance sheet date, carried out by an independent actuary. Actuarial gain or loss is recognized immediately in the statement of Profit & Loss Account as income or expense. The company has an employee’s gratuity fund managed by the Life Insurance Corporation of India (LIC)

xi Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods

xii Earnings per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue and share split, if any. For the purpose of calculating diluted earnings per share, the net profit for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares

xiii Provision, Contingent Liabilities and Contingent Asset

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there will be an outflow of resources. Contingent Assets are neither recognized nor disclosed in the financial statements. Provisions, Contingent Assets and Contingent Liabilities are reviewed at each Balance Sheet date.

91


(100% EOU)


AUTHORIZED

200,00,000 Equity Shares of Rs.10 each 200,000,000 150,000,000

200,000,000 150,000,000

ISSUED, SUBSCRIBED & PAID UP CAPITAL

1,50,30,000 Equity Shares of Rs.10 each 150,300,000 150,300,000

(Previous Year: 1,50,30,000 Equity Shares of Rs.10 each)

150,300,000 150,300,000

-

2.1 - The Details of Shareholders holding more than 5% shares in the company

Name of the Shareholder Number of Shares % of Shareholding Number of Shares % of Share holding

Credence Infrastructure Private Ltd (previously known as Credence Infrastructure Ltd) 6,748,200 44.90

6,748,200 44.90

2.2 Reconciliation of the number of shares

Particulars 31st March, 2015

Number of Shares at the beginning of the year 15,030,000

14,280,000

Add: Issued during the year -

750,000

Number of shares at the end of the year 15,030,000 15,030,000

2.3 Rights, Preferences and restrictions attached to Shares

Note - 3 : Reserves & Surplus


Securities Premium Reserve

Opening balance 27,536,000

Add: on issue of shares -

Closing balance 27,536,000

General Reserve 50,000,000 50,000,000

Foreign Currency Translation Reserve 1,674,708 2,437,994

Surplus

Opening balance 80,891,781

Add : Net profit/(loss) transferred from Statement of Profit & Loss (39,981,774) (11,513,054)

Less: Adjustment for depreciation difference on fixed assets 826,144

Less : Minority Interest (3,171,172)

Closing balance 44,929,743 80,891,781

Note - 4 : Long Term Borrowings


Secured Loans

Vehicle Loans

- From Banks 1,511,218 2,840,994

- Financial Institutions - 227,692

Total 1,511,218

3,068,686

Techtran Polylenses Ltd

Note - 2 : Share capital

(Amount in Rupees)

4.1 The loans are secured by charge on vehicles purchased and the rates of interest is as follows:


The Company has one class of Equity shares having at par value of Rs 10 per Share.Each Shareholder is eligible for one vote per Share held. The dividend proposed by the Board of

Directors is Subject to approval of Shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company,the equity shareholders will be entitled to

receive remaining assets of the company, after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the

shareholders.

4.2 Repayment Schedule

Interest Rate 2015-16 2016-17 2017-18

IDBI Bank Ltd 10.25% 456,135 416,966 -

IDBI Bank Ltd 12.50% 46,113 - -

Tata Motors Finance Ltd 7.15% 227,692 - -

Axix Bank Ltd 10.76% 430,539 479,194 215,307

ICICI Bank Ltd 12.00% 394,449 402,291 -

Total 1,554,928 1,298,451 215,307

Maturity ProfileParticulars

31st March, 2014

18,536,000

9,000,000

27,536,000

84,317,430

(5,649,411)

31st March, 2014

92


(100% EOU)

Note - 5 : Deferred Tax Liabilities (Net)


Deferred Tax Liability (Opening) 17,253,643

Deferred Tax Assets

Depreciation 553,433 2,627,578

Adjustment for deferred tax difference on fixed assets 369,434

VRS Expenditure - Employee Benefits 81,718

Deferred tax relating to earlier years 969,661

Deferred Tax Liability - -

Employee Benefits 346,679

Depreciation

Others

Closing deferred Tax Liability (Net) 17,647,116 17,253,644

68,291

14,612,639

-

-

Note - 6 : Long Term Provisions


Provision for Employee Benefits

Gratuity 593,791 858,748

Leave Encashment 36,035

Total 629,826 909,343

Note - 7 : Short Term Borrowings


Secured loans - Banks

Working capital loan 82,712,492

Due to Hemarus Inc., - 237,274

Due to Dr. Jayaram Chigurupati 18,776,367 14,234,794

Total 101,488,859 109,618,245

Note [email protected]%interestandtheloanissecuredbycreadtingparipassufirstcharge

on thepresentandfutureCurrentAssetsoftheCompanyandcorporateofficeBuildingofthecompany.Secondchargeonpresent

and futureFixedassets.TheloanisalsosecuredbythepersonalguaranteegivenbyDr.JayaramChigurupati,Chairmanofthe

Company.

31st March, 2014

31st March, 2014

Note - 8 : Trade Payables


Dues to micro and small enterprises 87,553 118,967

Other suppliers 70,397,500 44,754,045

Total 70,485,053 44,873,012

Note - 9 : Other Current Liabilities


Others

Current maturities of long term debt (Note 4 above) 1,554,928 2,544,331

Expenses Payable 6,491,541 5,338,850

For Statutory Dues 6,079,179 2,636,396

Duties & Taxes 5,651,332 2,959,425

Unclaimed Dividend* 2,039,848 2,113,578

Salaries & Wages Payable 7,490,801 2,196,810

Advance from customers 3,053,514 2,620,979

-

Total 32,361,143 20,410,369

* Out of this amount, Rs. 5,89,047 is transferred to The Investor Education and Protection Fund on 27.05.2015 with delay.

Note - 10 : Short Term Provisions


Provision for Income Tax (net of advance tax) 14,331,497 15,084,100

For Employee Benefits - -

Gratuity 4,135,236 2,028,974

Leave Encashment 872,112 517,232

Total 19,338,845 17,630,306

31st March, 2014

50,595

95,146,176

93


(100% EOU)

TECH

TRAN

POLYL

ENSE

S LIM

ITED

Note:

11

FIXED

ASSE

TS

PART

ICULA

RSAS

ATDE

LETIO

NSAS

AT31

.03.20

15AS

AT31

.03.20

15AS

AT31

.03.20

1401

.04.20

14AD

DITIO

NSDE

LETIO

NSAS

AT31

.03.20

15AS

AT01

.04.20

14FO

R THE

YEAR

ADJU

STM

ENTS

Tang

ible A

ssets

Land

6,398

,873

-

-

6,3

98,87

3

-

-

-

-

-

6,3

98,87

3

6,3

98,87

3

Build

ings

58,65

9,431

-

-

58,65

9,431

25

,098,9

72

1,950

,111

-

-

27

,049,0

83

31,61

0,348

33

,560,4

59

Plant

& Eq

uipme

nt42

5,378

,577

5,8

58,37

6

-

431,2

36,95

3

33

6,344

,335

8,917

,992

-

-

34

5,262

,327

85,97

4,626

89

,034,2

42

Glas

s Mou

lds33

,949,1

10

2,522

,257

-

36

,471,3

67

10,15

3,577

5,7

24,71

7

-

-

15,87

8,294

20

,593,0

73

23,79

5,533

Furn

iture

& Fix

tures

14,34

3,520

98

,843

113,3

41

14,32

9,022

8,1

87,20

5

1,153

,210

-

-

9,3

40,41

5

4,988

,607

6,156

,315

Offic

e Equ

ipmen

t5,1

58,66

1

61

,780

340,2

88

4,880

,153

3,6

61,17

0

402,9

76

31

,027

(5,

515)

4,089

,658

79

0,495

1,4

97,49

1

Trans

forme

r & El

ect, E

quip

9,210

,424

143,2

37

-

9,3

53,66

1

6,273

,720

47

8,816

-

-

6,752

,536

2,6

01,12

5

2,9

36,70

4

Lab E

quipm

ent

12,06

2,491

51

7,962

-

12,58

0,453

1,1

93,30

2

1,409

,529

-

-

2,6

02,83

1

9,977

,622

10,86

9,189

Data

Proce

ssing

Equip

ment

7,306

,000

211,9

95

30

2,608

7,2

15,38

7

4,366

,534

2,3

55,76

0

33,75

5

(95,59

3)

6,6

60,45

6

554,9

31

2,939

,466

Vehic

les16

,785,8

75

374,5

59

16,41

1,316

6,1

30,76

7

1,363

,372

-

-

7,4

94,13

9

8,917

,177

10,65

5,108

Sub-t

otal

589,2

52,96

1

9,414

,450

1,1

30,79

6

59

7,536

,615

401,4

09,58

2

23

,756,4

83

64,78

2

(101,1

08)

42

5,129

,739

172,4

06,87

7

187,8

43,38

0

Intan

gible

Asse

ts

ERP S

oftwa

re2,1

71,03

6

-

-

2,171

,036

88

2,260

244,5

66

-

-

1,1

26,82

6

1,044

,210

1,288

,776

Sub-t

otal

2,171

,036

-

-

2,1

71,03

6

882,2

60

24

4,566

-

-

1,126

,826

1,0

44,21

0

1,2

88,77

6

Total

591,4

23,99

7

9,414

,450

1,1

30,79

6

59

9,707

,651

402,2

91,84

2

24

,001,0

49

64,78

2

(101,1

08)

42

6,256

,565

173,4

51,08

7

189,1

32,15

6

Previo

us Ye

ar56

5,062

,063

26

,361,9

34

-

59

1,423

,997

382,4

37,40

8

19

,622,0

19

(1,45

8,769

)

-

40

2,291

,842

189,1

32,15

6

182,6

24,65

6

(Amo

unt in

Rupe

es)

GROS

S BLO

CKDE

PREC

IATIO

NNE

T BLO

CK

94


(100% EOU)

Note - 12 : Non Current Investments

Particulars31st March,

201531st March, 2014

Long term - Unquoted

Investments in other Companies

Andhrapradesh Gas power corporation Ltd 20,803,500 20,803,500

1,04,000 Equity shares of Rs.10 each


4,34,704 10% Non Convertible, Non Participating, Redeemable Cumulative Preference Shares of Rs.10/- each at premium of Rs.162/-.(Refer Note 12.1 & 17.1) 74,769,088 -

Total 95,572,588 20,803,500

Note - 13 : Long Term Loans and Advances


201531st March, 2014


Deposits with Government Departments 352,364 332,364

Other Deposits 9,077,552 8,662,504

Other Advance 8,137 9,397

Advance for Capital Assets 2,566,961 4,327,787

Total 12,005,013 13,332,052

Note - 14 : Inventories (As taken, certified and valued by the management)


201531st March, 2014

Raw Materials 12,376,425 3,140,142

Packing Material 2,927,557 3,649,291

Stores & Spares 19,744,650 19,384,113

Work-In-Progress 4,541,826 1,996,601

Finished Goods 84,838,846 94,191,677

124,429,304 122,361,824

Less: Provision for shortages 483,246 483,246

Total 123,946,058 121,878,578


Note 12.1: The investment of preference shares in Hemarus Therapeutics Limited is redeemable within 7 years from the date of allotment at Rs.172/- and is based on a valuation report. In the opinion of the management, the said investment is realiasable at the value stated in the balance sheet.

95


(100% EOU)

Note - 17 : Short Term Loans and Advances


201531st March, 2014


Loans & Advances to related parties

*Advance to Hemarus Theraupatics Ltd (Ref. Note 17.1) - 64,359,540

Others advances

Tour Advances - 8,683

Employee Advances 969,830 1,624,208

CENVAT receivable 132,281 8,298

Advances 1,122,480 1,344,259

Advance to Suppliers 1,037,449 518,603

Prepaid Expenses 672,151 876,406

3,934,190 4,380,457

Doubtful Advances 631,053 631,053

Less: Provision for expenses and Salary Advances 631,053 631,053

- -

Total 3,934,190 68,739,997

Note - 18 : Other Current Assets


201531st March, 2014

Interest accrued and due 32,339 32,339

Discount receivable - 1,514,515

Pre operative Expenditure 2,535,640 2,477,193

Total 2,567,979 4,024,047

Note - 15 :Trade Receivables


201531st March, 2014

Unsecured, Considered Good

More than six months 15,855,487 8,465,499

Others 59,995,067

86,839,279

59,902,018 95,304,778

Unsecured , Considered Doubtful 16,223,875

2,376,056

Less: Provision for bad and doubtful debts 16,223,875

2,376,056

- -

Total 59,902,018 95,304,778

Note - 16 : Cash and Bank Balances


201531st March, 2014

Balance with banks in current & deposit accounts 7,548,244 5,205,148

Cash on hand 44,657 233,653

7,592,901 5,438,802

Other Bank balances

Fixed Deposits 1,096,008 1,013,565

1,096,008 1,013,565

Total 8,688,909 6,452,367

Note 17.1 : The advance receivable from Hemarus Therapeutics Limited has been converted into Preference shares during the current year.

96


(100% EOU)

Note - 19 : Revenue from operations





Sale of Products - Lenses (Gross)

Exports 134,816,193 218,454,721

Domestic 100,437,674 125,724,267

Revenue from Operations (Gross) 235,253,867 344,178,987

Less: Excise Duty 6,822,904 9,387,962

Processing Fee - 53,631

Sale of Products - Lenses (Net) 228,430,962 334,844,656

Note - 20 : Other Income

Interest Income 6,099,225 5,785,551

Misc Income 49,402 881,197

Freight Collected 408 250,322

Exchange Fluctuation 3,704,494 -

Total 9,853,529 6,917,070

Note - 21 : Cost of materials consumed

Raw materials 69,578,682 125,426,608 Less:Discount on purchase of raw material - (13,000,023)

69,578,682 112,426,585

Packing materials 5,304,692 4,697,103

Total 74,883,374 117,123,688

Note - 22 : Changes in inventories

Inventories (Opening)

Finished Goods 57,595,343 47,845,112

Work-in-progress 1,996,601 1,209,619

Sub Total (A) 59,591,944 49,054,731

Inventories (Closing)

Finished Goods (including defective finished goods Rs.12,869,843)

64,671,813 57,595,343

Work-in-progress 4,541,826 1,996,601

Sub Total (B) 69,213,638 59,591,944

Changes in Inventories (A-B) (9,621,695) (10,537,213)


97


(100% EOU)

Note - 23 : Employee benefits expense

Particulars 31st March, 2015 3 1 s t M a r c h , 2 0 1 4



Salaries and wages 90,029,937 92,232,982

Contribution to provident & other funds 7,762,759 6,797,189

Mangerial remuneration - 1,925,000

Staff welfare expenses 3,010,928 4,694,761

Total 100,803,624 105,649,931

Note - 24 : Finance cost

Interest expense 6,522,738 4,279,511

Other borrowing costs 2,296,804 1,782,284

Total 8,819,542 6,061,795

Note - 25 : Other Expenses

Consumption of stores & spares 17,625,567 24,904,890

Power and fuel 22,455,288 19,312,437

Repairs to buildings and Plant Machiner 420,506 1,652,585

Insurance 746,394 791,323

Rent Rates & Taxes 7,501,554 11,680,457

Excise duty on Inventories 2,068,516 -2,478,509

Foreign Exchange Loss ( Net ) 135,526 6,491,474

Travelling expenses 3,000,359 4,325,771

Postage & telephone 5,082,987 5,143,438

Other manufacturing expenses 1,811,689 4,729,430

Sales & Distribution expenses 824,345 1,172,529

Carriage Outwards 1,936,653 2,782,145

Auditors remuneration 1,348,320 1,342,849

Directors sitting fee 324,159 322,372

Provision for Bad debts written off 5,689,982 1,468,511

Advances to Erst while Directors Written Of f - 2,072,000

Provision for Doubtful advances - 631,053

Prior Period Adjustment * -101,108 (1,459,769)

Loss due to theft of spare parts of generator 652,233 -

Miscellaneous expenses 14,325,693 17,997,119

Total 85,848,663 102,882,106

98


(100% EOU)

Note - 27 : Value of the Imports during the year (C.I.F. Basis) (Amount in Rupees)

Raw Materials 67,043,642 117,123,688

Components and spares 1,603,007 13,280,148

Capital goods 23,367,448 11,698,263

Total 92,014,097

142,102,099

Note - 28 : Expenditure in foreign currency



31st March, 2014

31st March, 2014

Foreign Travel 242,273 999,739

Total 242,273 999,739

Note - 29 : Earnings in Foreign Currency


FOB Value of Exports 135,603,056

173,487,780

Total 135,603,056 173,487,780


Note - 26 : Payment to auditor


As Auditor

Statutory Aduit 690,000 690,000

Tax Audit 180,000 180,000

Limited Review 280,000 273,617

Certification fee 50,000 50,000

Service tax 148,320 128,544

Out of pocket expenses - 20,688

Total 1,348,320 1,342,849

99


(100% EOU)

Note - 30 : Contingent Liabilities


i) Claims against the Company not acknowledged as debt

APCPDCL wheeling charges claim in Supreme Court 8,887,278

8,887,278

ii) Guarantees

Corporate Guarantees given on behalf of Subsidiary Companies 15,805,489

15,805,489

Note - 31 : Employee Benefits: (Disclosed as per AS 15)

a) Gratuity

The Company operates post retirement gratuity plans with LIC, the details of post retirement benefit

gratuity plans are as follows:

Particulars 2014-2015 2013-2014


Present value of obligations as at beginning of year 13,157,907 10,218,998

Interest cost 1,052,632 817,520


Benefits paid (422,884) -

Actuarial (gain)/loss on obligations 1,255,169 1,521,514

Present value of obligations as at end of year 15,657,281 13,157,907


Fair value of plan assets at beginning of year 10,270,185 7,410,719

Expected return of plan assets 918,338 814,617

Contributions - 2,044,849

Benefits paid -260,269 -

Actuarial (gain)/loss on plan assets - -

Fair value of plan assets at the end of year 10,928,254 10,270,185


Present value of obligations as at the end of year 15,657,281 13,157,907

Fair value of plan assets as at the end of the year (10,270,185) -10,270,185

Funded status

Net asset/(liability) recognized in balance sheet 4,129,900 (2,887,722)




Expected return on plan assets (814,617) (814,617)

Net Actuarial (gain)/loss recognized in the year 1,521,514 1,521,514

Expenses recognized in statement of profit and loss 2,245,339 2,124,292

e) Assumptions




(Amount in Rupees)

100


(100% EOU)

b) Leave Encashment

Particulars 2014-2015 2013-2014


Present value of obligations as at beginning of year 567,827 972,273



Benefits paid (693,207) (76,203)

Actuarial (gain)/loss on obligations 877,739 (534,280)

Present value of obligations as at end of year 908,147 567,827


Fair value of plan assets at beginning of year

Expected return of plan assets

Contributions

Benefits paid

Actuarial (gain)/loss on plan assets

Fair value of plan assets at the end of year


Present value of obligations as at the end of year 870,998 567,827

Fair value of plan assets as at the end of the year - -

Funded status - -

Net asset/(liability) recognized in balance sheet (870,998) (567,827)




Expected return on plan assets - -

Net Actuarial (gain)/loss recognized in the year 877,739 -534,280

Expenses recognized in statement of profit and loss 1,033,507 -328,243

e) Assumptions




(Amount in Rupees)

- -

- -

- -

- -

- -

- -

101


(100% EOU)

Note - 32 : Segment Reporting:

Geographical Segments 31st Mar 2015 31st Mar 2014

Outside India 133,916,191

218,454,721

India 134,816,193

125,724,267

Total Sales 268,732,384

344,178,987

Note - 33: Related Party Disclosures

i) Subsidary Companies:

Techtran Opthalmics Private Limited


Techtran Lenses, INC USA

Techtran LLC, USA

ii) Key Management Personnel

Sri. Deven Patil - Chief Executive Officer - upto 31st July 2014

Sri C.K.Hariharan - Manager from 25th March 2015

iii) Dr.Jayaram Chigurupati,Chairman

iv) Companies in which directors have substantial interest


Credence Infrastructure Private Limited (Previously known as Credence Infrastructure Limited)

Key Management personnel 31st March, 2015 31st March, 2014

Remuneration 1,048,991

3,848,508

Companies in which directors have substantial interest 31st March, 2015 31st March, 2014

Investments made 74,769,088

Interest Income 5,971,689

Loans granted - 15,772,422

Balance Outstanding - 60,664,293

Note - 34: Earnings per share


a) Profit for the year (39,981,774) (4,549,819)

b) Weighted number of ordinary shares outstanding 15,030,000 14,524,170

c) Effect of potential equity - -

d) Weighted average number of ordinary shares in 15,030,000 14,524,170 computing diluted earnings per share [(b)+(c)]

Earnings per share on profit for the year

(Face value Rs.10 per share)

Basic [(a)/(b)] (2.66) (0.31)

Diluted [(a)/(d)] (2.66) (0.31)

The company is engaged in the manufacturing of Ophthalmic lenses. As per Accounting Standard 17 is considered this is the only

reportable business segment. As part of secondary reporting, revenues are attributed to geographic areas based on the location of the

customers


(Amount in Rupees)

102


(100% EOU)


i.The principalamountremainingunpaidtoanysupplierasattheendofeach

accounting year 87,553

118,967

ii.The interestduethereonremainingunpaidtoanysupplierasattheendof

each accounting year. - -

iii.The amountofinterestpaidbythebuyerintermsofSection16,ofthe

MSMED Act,2006alongwiththeamountsofthepaymentmadetothesupplier

beyond the appointed day during each accounting year

- -

iv.The amountofinterestdueandpayablefortheperiodofdelayinmaking

payment (whichhavebeenpaidbutbeyondtheappointeddayduringtheyear)

but without adding the interest specified under MSMED Act, 2006

- -

v.The amountofinterestaccruedandremainingunpaidattheendofeach

accounting year; and - -

vi.The amountoffurtherinterestremainingdueandpayableeveninthe

succeeding years,untilsuchdatewhentheinterestduesasaboveareactually

paid tothesmallenterpriseforthepurposeofdisallowanceasadeductible

expenditure under Section 23 of the MSMED Act, 2006

- -


For M.Anandam& Co.,

chartered Accountants

(Firm Registration No: 000125S)

S.Venkateswarlu Dr.Jayaram Chigurupati K.Harishchandra Prasad

Partner Chairman Director

M.No.022790 Din:00015592 Din : 00012564

Place: Hyderabad Muralidhar Jampala Ranjith Kumar Shetty

Date:28th May,2015 Chief Financial Officer


Note - 35: Disclosures under MSMED Act (To the extent the information available with the Company)

Note -36: Certain balances of domestic and export debtors and creditors are subject to confirmation and reconciliation.


Note -37: Previous Year figures are regrouped/rearranged/reclassified wherever necessary to conform to the current year classification.

Company Secretary

TM

(100% EOU)

TM

(100% EOU)

TECHTRAN POLYLENSES LTDCIN: L26109AP1987PLC007306

Regd. Office: S-7, TIE, IDA, Balanagar, Hyderabad – 500 037

TECHTRAN POLYLENSES LTDCIN: L26109AP1987PLC007306

Regd. Office: S-7, TIE, IDA, Balanagar, Hyderabad – 500 037

ATTENDANCE SLIP

Signature of Shareholder / proxy

DP Id*

Client Id*

Folio No.

No of Shares

PROXY FORM (Form No. MGT-11)[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3)

of the Companies (Management and Administration) Rules, 2014]

I/We, being the member(s) of _______ shares of Techtran Polylenses Limited, hereby appoint:

1) _______________of_____________having e-mail id ______________or failing him



And whose signatures are appended below as my/our proxy to attend and vote (on poll) thfor me/us and on my/our behalf at the 28 Annual general meeting of the Company, to be

held on Wednesday, September 23, 2015 at 3.00 p.m. at FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad – 500004 and at any adjournment thereof in respect of such resolutions as are indicated below

Name of the Member(s):

Registered address:

e-mail idFolio No/ *Client Id*DP Id

:

:

:

**I wish my above proxy to vote in the manner as indicated in the box below:

thI hereby record my presence at the 28 Annual General Meeting of the Company to be held on Wednesday, September 23, 2015 at 3.00 p.m. at FAPCCI, Federation House, Surana Udyog Auditorium, 11-6-84, Red Hills, Hyderabad – 500 004.

*Applicable for investors holding shares in electronic formNote : Member/Proxy wish to attend the meeting must bring this Attendance Slip to the meeting and handover at the entrance duly signed.

(Contd..2)

Ordinary Business

1. Consider and adopt audited financial statements, Reports of Directors and Auditors

2. Re-appointment of Dr. Jayaram Chigurupati, who retires by rotation3. Ratification of Appointment of Auditors and fixing their remuneration

Special Business4. Appointment of Dr. Uma Devi Komath as a Non Executive Director

5. Appointment of Sri. Hariharan C K as a Manager

6. Approval of the Remuneration of the Cost Auditors

7. Adoption of New Set of Articles of Association of the Company

8. Approval of related party transaction

Resolutions For Against

*Applicable for investors holding shares in electronic form

Signed this ________________day of ________2015.

Signature of Shareholder

Sign. of first proxy holder Sign. of second proxy holder Sign. of third proxy

Affix a 15 paisa Revenue

Stamp

Notes:1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of

the Company not less than 48 hours before the Commencement of the meeting.2. A proxy need not be a member of the Company3. A person can act as a proxy on behalf of the members not exceeding fifty and holding in the aggregate not more than

10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. This is only optional. Please put an 'X' in the appropriate column against the resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.In the case of joint shareholders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Rx Lab Locations

BI-FOCAL (ROUND TOP/FLAT TOP)

POLYLENSES

TM

(100% EOU)

Provides wide range of Opthalmic solutions

POLYLENSES

TM

(100% EOU)

HEALTHY EYES - HAPPY LIFE

Plot No. S-7, T.I.E., Balanagar, Hyderabad - 500 037. Telangana, India.Tel : +91-40-23070200/201/203, Fax : 91-40-23070205

www.techtranindia.com

INDIA’S NO.1 MANUFACTURER OF PLASTIC OPHTHALMIC LENSES

TECHTRAN is proud to be the only Indian manufacturer of polylenses

with state-of-the-art facility that is on par with international standards.

Have A Better Vision

Documents

· BOARD OF DIRECTORS Dr. Jayaram Chigurupati - Chairman Sri. Kanuri Harishchandra Prasad - Director Dr. Tripuraneni Venkata Krishna Rao - Director Dr. Denis Broun - Director Dr