Opto Circuits Director Discussions


To the Members,

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

FINANCIAL HIGHLIGHTS: (Rs in Lakhs)

Particulars for the year ended March 31st

STANDALONE

CONSOLIDATED

2020

2019

2020

2019

l. Revenue from operations

6,261.42

10,481.54

18120.18

25,558.37

IL Other Income

293.95

316.41

475.62

402.60

III. Total Income ( Ml)

6,555.37

10,797.95

18595.80

25,960.97

Expenses
Cost of materials consumed

2,725.69

4,263.92

7413.41

11,761.94

Purchase of stock in trade

-

-

114,65

272.13

Changes in inventories of FG, WIP & Stock in trade

-

17.80

105.56

(86.32)

Employee benefit expenses

904.35

862.69

4490.78

4,057.48

Finance cost

84.94

114.64

2878.36

323.90

Depreciation & Amortization Expenses

326.14

881.44

554.06

1,078.73

Other Expenses

950.32

1,165.36

3548.37

3,173,75

IV, Total Expenses

4991.44

7,305.85

19105.18

20,581.61

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

1563.94

3,492.10

(509.38)

5,379.35

VI, Exceptional items

1,20,716.27

-

137431.83

-

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

(1,19,152.33)

3,492.10

(1,37,941.20)

5,379.35

VIII. Tax Expenses
1) Current tax

-

-

17.24

218.52

2) Deferred tax

-

-

-

-

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

(1,19,152,33)

3,492.10

(1,37,958.44)

5,160.84

x, Profit/(Loss) from discontinued operations

-

-

"

XL Tax expenses of discontinued operations

-

-

"

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

(1,19,152.33)

3,492.10

(1,37,958.44)

5,160.84

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

-

-

"

-

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

(1,19,152.33)

3,492.10

(1,37,958.44)

5,160.84
Profit for the year attributable to:
Shareholders of the company

(1,19,152.33)

3,492.10

(1,36,786.81)

5,137.69
Non-Controlling Interests

NA

NA

(1,171.63)

23.15
Earnings Per Equity Share
Basic

(39.63)

1.20

(45.50)

1.77
Diluted

(39,63)

1.20

(45.50)

1.77

COMPANYS PERFORMANCE ON STANDALONEBASIS

Standalone total revenue was at Rs.6,261.42 Lakhs for the financial year ended 31st March 2020 as against Rs. 10,481.54 Lakhs for the corresponding financial year ended March 31, 2019, a Decline of 40.26%. Standalone profit/ (loss) after tax for the financial year ended 31st March 2020 is at Rs. (1,19,152.33) Lakhs as against Rs. 3,492.10 Lakhs for the corresponding period financial year ended March31, 2019. Earnings per share for the year ended 31stMarch 2020 is at Rs.(39.63) Basic.

ON CONSOLIDATED BASIS

Consolidated revenue is at 18,120,18 Lakhs for the financial year ended 31st March 2020 as against Rs. 25,558.37 Lakhs for the corresponding period of financial year 2019.

Consolidated profit after tax for the year ended 31st March 2020 is at (1,37,958.44) Lakhs, as against 5,160.84 Lakhs for the corresponding period of financial year 2019. Earnings per share for the year ended 31st March 2020 is at (45.40) Basic.

DIVIDEND

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

2020.

TRANSFER OF RESERVE

Your Directors have decided to retain the entire amount of Rs. (1,19,152.33) Lakhs in retained earnings.

CHANGES IN SHARE CAPITAL

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

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

DISCLOSURE REGARDING ISSUE OF EQUITYSHARES WITH DIFFERENTIAL RIGHTS

During the year under review, the Company has not issued Shares with Differential Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEESTOCK OPTIONS

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

Stock Options,

DISCLOSURE REGARDING ISSUE OF SWEATEQUITY SHARES:

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

SUBSIDIARIES, JOINT VENTURE A N PASS OCI ATE COMPANIES:

During the year under review, the Company continues to have 04 direct subsidiaries. In accordance, with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report.

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

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

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

DISCUSSION AND ANALYSIS

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

INDUSTRY OVERVIEW

Overview of Medical Device industry: The Indian medical device market is growing steadily, it was valued at $5.50 Billion by 2020. As Indias economic, healthcare, and social landscapes evolve, its medical device market emerges as a promising opportunity for foreign manufacturers.

Opportunities in the Indian market: India relies on imports to supply its healthcare system with medical technology. The medical tourism and luxury healthcare markets are among Indias fastest growing industries, which create significant demand for specialized, high-tech medical equipment.

There is consistent demand for surgical instruments, cancer diagnostics, orthopedic and prosthetic equipment, imaging, orthodontic and dental implants, and electro medical equipment.

industry challenges in India: Medical Device Regulation in India only apply to certain product categories. However, Indias underdeveloped regulatory framework is a significant obstacle for foreign manufacturer of regulated device types.

The weak rupee makes it difficult for some medical device companies to remain profitable in this market, particularly for manufacturers competing with low cost Chinese products. Also, foreign manufacturers will also encounter significant competition from American, European, and Japanese companies.

COMPANY OVERVIEW

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

Your Companys interventional products include stents, balloons both drug eluting and non-drug eluting and AV shunts used for the treatment of coronary and peripheral arterial diseases, as well as catheters and implants that are inserted in the human body. Your Company has proprietary technology with respect to the design and development of these products allowing us to differentiate these from competing devices. Some of our well known brands in this segment are Dior, Freeway, E-Magic Plus, and Genius Magic, Siro Prime, Freeway Shunt Balloon Catheter.

Your Company develops, manufacture, and market a broad range of advanced cardiac diagnostic and therapeutic devices and state of art patient monitoring systems. Your Companys products include automated patient monitoring devices and services, vital signs monitors, pulse oximeters and peripheral artery disease diagnostic equipment.

Your Company also sells a variety of related products and consumables and offer a portfolio of related training and key support services, including the installation, training, monitoring and maintenance of our equipments, which allow our customers to optimize the usage of our products and provide us with recurring revenues on a contracted basis.

Some of our well known brands in this segment are, RevoN Compass, NGenuity, Poet IQ, etc.,

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

Eurocor GmbH, Germany, a Wholly Owned Subsidiary of Up to Eurocor Health Care Limited is an international leader in vascular devices such as stent and Drug Eluting Balloon technology, related services and solutions, recently announced the acquisition of a patent application related to bio resorbable stents.

Bio resorbable stents represent a novel alternative to traditional vascular stent technology. This novel stent design uses a material combination of metal and polymer which combines the advantage of bio resorbable and robust stent properties. The patent grant will bolster the extension of Eurocor Portfolio to include bioresor bable devices, capable of addressing significant new markets and customers globally. Since the launch of the companys [Eurocor GmbH, Germany] patented Drug Eluting Ballon [DEBor DCB] product range, Eurocor has invested in future technology that avoids having to leave metabehind in coronary and peripheral lesions. With the advent of Bioresorbable stents, the company is quite excited to extend its patented and novel product technology and to provide metal free, fully restorable stent products.

STRENGTHS OF YOUR COMPANY

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

Your Companys diversified product portfolio across invasive and non-invasive caters to the needs of primary secondary and tertiary care establishments is well balanced and includes technologies that command high profit margins and also allows to achieve sales and distribution synergies coupled with economies of scale. The global distribution network is supported by a large team of third- party distributors and highly qualified international team of sales persona! spread across Europe, United States and other parts of the world. Your Companys extensive distribution, sales and service network allows to be closer to end-users and enables us to be more responsive to market demand, Your Company has been in the medical devices business since 1992and have established long-standing relationships with physicians, general practitioners and specialists, clinics and hospitals. Further your company believes that our long term relationships and the quality of our customer base is a key strength that enables us to expand our business and operations.

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

UP TO CIRCUITS [INDIA] LTD- STANDALONE FINANCIALS.

Standalone total revenue was at Rs. 6,261,42Lakhs for the financial year ended 31 st March, 2020 as against Rs. 10,481.54Lakhs for the corresponding financial year ended 31st March, 2019, a decrease of 40.26%.Standalone Profit/ (Loss) After Tax for the financial year ended 31st March, 2020 is at Rs. (1,19,152.33) Lakhs as against Rs, 3,492.09Lakhs for the corresponding period financial year ended 31st March, 2019. Basic Earnings per Share for the year ended 31st March,2020 is at Rs. (39.63),

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

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

With State Bank of India, the Company has made a proposal for Compromise Settlement for 89 Crores and that the company has already Paid 13.35 Crores in a phased manner as Upfront Money and for the balance settlement amount of 75.65 Crores, awaiting for the banks Final approval.

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

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

BUSINESS PERFORMANCE ANALYSISCONSOLIDATED

Consolidated revenue is at Rs.18,120.18Lakhs for the financial year ended 31st March, 2020 as against Rs. 25,558.37 Lakhs for the corresponding period of financial year 2019. Consolidated Profit after Tax for the year ended 31st March, 2020 is at Rs. (1,37,958.44) Lakhs, as against Rs. 5,160.84Lakhs for the corresponding period of financial year 2019. Basic Earnings per Share for the year ended 31st March2020 is at Rs. (45.50)

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. However, sustained efforts are taken to reduce energy consumption. The organization is an ISO 14001:2015 certified Company which is an international Environmental Management System Standard. The Environmental policy of your Company aims at conservation of natural resources and minimization of pollution.

FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

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

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as stipulated under the Listing Regulations forms an integral part of this Report, The requisite certificate from the practicing company Secretary confirming compliance with the conditions of corporate governance and certification of Non-Disqualification of Directors are attached to the report on corporate governance.

DIRECTORS* RESPONSIBILITY STATEMENT

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the company for that period;

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

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

LISTING OF SECURITIES

Your Companys Equity Shares continue to remain listed on BSE Limited and the National Stock Exchange of India Limited., Your Company has paid the listing fees as payable to the BSE Limited and the National Stock Exchange of India Limited., for the financial year 2019-20.

FIXED DEPOSITS

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

DECLARATION BY INDEPENDENT DIRECTOR

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

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

TRAINING OF INDEPENDENT DIRECTORS.

To familiarize the new inductees with strategy operations and functions of our Company, Senior Managerial personnel make presentations on Companys strategy, organization structure, products, technology, quality, facilities. Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining their role, function, duties.

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

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

MEETING OF THE BOARD

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

COMMITTEES OF THE BOARD

Currently, the Board has Five Committees: Audit and Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stake holders Relationship Committee and Finance Committee.

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

AUDITORS

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

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

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

SECRETARIAL AUDITOR

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

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The disclosure of Related Party transactions as required under Section 134(3)(h) of Companies Act, 2013 in Form AOC2 is annexed herewith marked as Annexure 2.

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

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

PARTICULARS OF LOANS GIVEN, INVESTMENTSMADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

POLICY ON MATERIAL SUBSIDIARIES.

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

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism and whistle blower policy under which the employee are free to report violations of applicable laws and regulations and the code of conduct, to chief vigilance officer and Audit and Risk Management Committee of the Board. The Company further confirms that no personal have been denied access to the Audit and Risk Management Committee, The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link:http://http:// http://www.up toindia.com/pdf/QCIL%20- %20Whi$tle%20Blower%20Poiicv.Pdf

POLICY ON DISCLOSURE OF MATERIAL EVENTSAND INFORMATION

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

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

POLICY ON PRESERVATION OF DOCUMENTSAND RECORDS

Your Company has adopted the policy on Preservation of Documents and Records in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the Company complies with the applicable document retention laws, preservation of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any law/rule/regulation. The policy also provides for the authority under which the disposai/destruction of documents and records after their minimum retention period can be carried out.

EXTRACT OF ANNUAL RETURN

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

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

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

SIGNIFICANT AND MATERIAL ORDERS

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

SECRETARIAL STANDARD

The Company has complied with all applicable Secretarial Standards.

RESPONSE TO AUDITORS OBSERVATIONS

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

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

RESPONSE TO QUALIFIED OPINION:

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

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

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

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

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

Auditors observation is noted. The management is confident of revenue generation in Up to Eurocor Healthcare Ltd and its overseas subsidiaries Euro Tech GmbH and Eurocor Tech BV as reason of which no provision is made for impairment of its investments and advances in this current financial year.

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

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

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

d. Going Concern:

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

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

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

RESPONSE TO QUALIFIED OPINION

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

2. Noted the comments for 4, 5,& 6

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

3. Auditors observation noted.

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

COMMENTS OF THE AUDITORS NOTE INDUSTRIAL RELATIONS

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

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

Your company has always believed in providing a safe and harassment free work place for every individual working in Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment, A policy on prevention of Sexual Harassment at workplace has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. Three members internal complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for reddressal of complaints related to sexual harassment and follows the guide lines provided in the policy. No complaints pertaining to sexual harassment was reported during the year.

ACKNOWLEDGEMENTS

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

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

Vinod Ramnani

Chairman (DIN:01580173)

Somadas GC

Managing Director (DIN:00678824)

Place: Bengaluru Date: 01.12.2020