Advanced Micronic Devices Ltd

TO THE SHAREHOLDERS,

The Directors are pleased to present the Twenty Ninth Annual Report on the business andoperations of the Company, together with the Audited Financial Statements and AuditorsReport for the financial year ended 31st March 2010.

Financial Results

(Rs. in Lakhs)

RESULTS FROM OPERATIONS

Inspite of a slow recovery from a global recession, the total income for your companygrew by around 12% over the previous year.

TURNOVER AND PROFITABILITY

The gross sales and other income for the financial year under review was Rs.6617.25lakhs. The profit before tax (after depreciation and Financial charges) was Rs.278.77Lakhs and Profit after Tax (before extraordinary items) was Rs.179.68 lakhs.

APPROPRIATIONS DIVIDEND

Considering the performance of the Company, your Directors are pleased to recommend adividend of 10%on the paid-up Equity Share Capital of the Company for the year 2009-10.

TRANSFER TO GENERAL RESERVE

The Board of Directors propose to transfer Rs.0.65 lakhs o t General Reserves.

CAPITAL STRUCTURE

During the financial year under review, the share capital of your Company remainedunaltered.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governanceand disclosure practices. The Company ensures compliance to law and adherence to ethicalstandards to enhance customer value.

A separate section on Corporate Governance, along with a certificate from the Auditorsconfirming the level of compliance, is annexed and forms a part of the Directors' Report.

DIRECTORS

There was no change in Board of Directors of the Company . during the year. Dr. SulemanAdam Merchant and Mr. V. Bala Subramaniam, retire by rotation at the ensuing AnnualGeneral Meeting, and being eligible, offer themselves for reappointment.

AUDITORS

M/s. Anand Amarnath & Associates, Chartered Accountants, Bengaluru retire at theconclusion of the forthcoming Annual General Meeting. Your Company has received a letterfrom them to the effect that their re-appointment, if made, will be in accordance with theprovisions of Section 224(1B) of the CompaniesAct, 1956.

I n the report by the auditors under Companies (Auditors' Report) Order, 2003 (asamended), the Auditors have reported that the Company has maintained proper records of allAccounting transactions.

With respect to observations made by the Auditors in their report dated 24th May 2010under Note IX of Annexure to the Auditors Report, the responses of the Board are asfollows: The Company is in process of remitting the due amount to the respectivedepartment and will ensure that it is paid in the earliest possible time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report, as required, is given asAnnexure-l and forms part of the Directors' Report.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits under Section58Aof the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.There are no overdue deposits, due for payment as at the close of the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, withrespect to the Directors Responsibility Statement, your Directors state that:

(i) we have followed the applicable accounting standards in preparation of the AnnualAccounts and there has been no material departure;

(ii) we have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31S| March 2010 and of the profit of theCompany for the year ended on that date;

(iii) we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(iv) we have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGEEARNINGS AND OUTGO ETC.

Particulars required under Section 217 (1)(e) of the Companies Act, 1956 read with Rule2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 is given in the Annexure-ll to the Report.

PARTICULARS OF EMPLOYEES

The details of Employees of the Company who received remuneration in excess of thelimits prescribed under Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975 is given in theAnnexure-lll to thereport.

ACKNOWLEDGMENTS

Your Directors would like to place on record their gratitude for all the guidance andcooperation received from all its clients, vendors, bankers, financial institutions,business associates, advisors, regulatory and government authorities.

Your Directors also take this opportunity to thank all its investors and stakeholdersfor their continued support and all employees for their valuable contribution anddedicated service.