Directors Report of Techtran Polylenses Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 28th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Statement of Profit & Loss Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31,2015 is summarized below: Rs. in Lakhs)

PARTICULARS STANDALONE

SALES 2014-2015 2013-2014

Export Sales 1322.75 2,187.83

Domestic Sales 431.79 627.62

Total 1,754.54 2,815.45

Other Income 76.58 79.35

Profit before Interest, -374.64 465.12

Depreciation and Tax

Interest & Financial Charges 88.20 60.62

Depreciation & other Write-Offs 136.89 129.25

Net profit/(Loss) for the year -599.72 275.03

Provision for Taxes 4.67 100.22

Profit /(Loss) after Tax -604.39 174.81

PARTICULARS CONSOLIDATED

SALES 2014-2015 12013-2014

Export Sales 1348.16 2,184.54

Domestic Sales 936.15 1,163.90

Total 2,284.31 3348.44

Other Income 61.49 69.17

Profit before Interest, -136.29 266.43

Depreciation and Tax

Interest & Financial Charges 88.20 60.62

Depreciation & other Write-Offs 251.32 196.22

Net profit/(Loss) for the year -475.81 9.59

Provision for Taxes 7.62 123.25

Profit /(Loss) after Tax 483.43 -113.66

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 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 ADEQUACY

The 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.

Dr. Uma Devi Komath was inducted as an additional director with effect from 13th 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.

Sri. Jagan Mohan Vedantham was inducted as an additional director with effect from 21st April, 2015.

Sri Devendra Patil has resigned as the Chief Executive Officer of the Company with effect from 31st July 2014 and Sri. Hariharan CK was appointed as Manager of the Company with effect from 25th March 2015.

Sri Jampala Muralidhar was appointed as Chief Financial Officer with effect from 13th February 2015.

Sri. Satish Choudhury has resigned as the Company Secretary of the Company with effect from 07th August 2014 and Sri. Ranjith Kumar Shetty was appointed as Company Secretary with effect from 13th 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 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 appointed in the last Annual General Meeting held on 13th 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 AUDITORS

Pursuant 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 DIVIDENDS

As 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 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 RESERVES

During 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: [e-mail] / [e-mail] for further details, if any.

17. LISTING:

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

18. RELATED PARTY TRANSACTION

All 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).

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 RETURN

The 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;

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;

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 ACCOUNT

Your 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 RESPONSIBILITY

During 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 STATEMENT

Statements 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 of Techtran Polylenses Limited

Place: Hyderabad Dr. Jayaram Chigurupati Date: 11/08/2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 27th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Statement of Profit & Loss Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED

SALES 2013-2014 2012-2013 2013-2014 2012-2013

Export Sales 2,187.83 1,998.29 2,184.54 1,814.49

Domestic Sales 627.62 879.18 1,163.90 1,573 Total 2,815.45 2,877.47 3348.44 3388.00

Other Income 79.35 74.62 69.17 63.16

Profit before Interest, 465.12 492.45 266.43 105.40 Depreciation and Tax

Interest & Financial Charges 60.62 55.41 60.62 55.41

Depreciation & other Write-Offs 129.25 118.88 196.22 186.77

Net profit/(Loss) for the year 275.03 318.16 9.59 -136.78

Provision for Taxes 100.22 104.71 123.25 126.96

Profit /(Loss) after Tax 174.81 213.45 -113.66 -263.74

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 -1)

The Board of Directors and Management reviewed the progress of company at regular intervals, as required.

3. SUBSIDIARY COMPANY:

Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd, Techtran Lenses Inc, and Techtran USA LLC 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.

Techtran Ophthalmics Private Limited 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. TOPL has identified west, nort, east and central regions of India as high growth regions.

Techtran Optics Private Limited, a 100% wholly owned Subsidiary of Techtran Polylenses Limited, a 100% EOU proposes to manufacture 5 million pieces of Polycarbonate lenses and 5 million pieces of plastic lenses at Plot No U, Phase-iii,VSEZ,Visakhapatnam. The proposed poly carbonate Lenses will enhance the sale of the Company in the USA Market.

Techtran Lenses Inc, has been incorporated in Tampa, Florida, USA to market and distribute your company products in USA and the company has opened a warehousing facility at Tampa, Florida, USA.

Techtran Lenses Inc holds 55% in Techtran USA LLC, and hence the same is treated as the subsidiary of the Company. It acts as one more arm of the Company to distribute and market the products of the Company.

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.

Statement pursuant to exemption under Section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies is enclosed as Annexure-II

4. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits 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, 2014.

6. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. TV Krishna Rao retires by rotation and being eligible, has offered himself for re-appointment.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, all independent Directors of the Company are seeking fresh appointment for five consecutive years from the ensuing Annual General Meeting.

During the year under review, Mr. E. Ranga Kumar, Whole-time Director of the Company resigned with effect from 21 st August, 2013. Further, the Board has appointed Mr. Devendra Patil has been appointed as Chief Executive Officer of the Company with effect from 18th September, 2013.

7. AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board has at its meeting held on May 28, 2014 recommended the re-appointment of M/s. M. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office form the conclusion of this 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. M/s. M. Anandam and Co., Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Anandam & Co., Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

8. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Kuldeep Verma & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

9. COST AUDITORS:

In accordance with Section 141 of the Companies Act, 2013 (corresponding Section 233B of the Companies Act, 1956) and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated November 6, 2012), 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 2014-15.

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.

11. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

12. UNCLAIMED DIVIDENDS

As at March 31, 2014, dividend amounting to Rs. 21.13 Lakhs has not been claimed by shareholders.

As per the provisions of Section 205C of the Companies Act, 1956, 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, unclaimed dividend amounting to Rs. 5.79 Lakhs in respect of the financial year 2006-07 is due for transfer to IEPF in November, 2014. In terms of Section 205C of the Companies Act, 1956, no claim would lie against the Company or the said fund after the said transfer.

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.

13. CORPORATE SOCIAL RESPONSIBILITY:

Your Company, as a responsible corporate entity propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye care, Education, Natural Calamities and Social services, by contributing lenses at various Eye camps and also cash contributions for construction of social welfare hostel to Indian Red Cross Society.

14. PERSONNEL:

Information required under Section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as ''NIL'' as none of the employees come under that category.

15. 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 217 (1) e of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-III).

16. CORPORATE GOVERNANCE:

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 Exchange, form part of the Annual Report (Annexure-IV).

17. 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: [e-mail] / [e-mail] for further details, if any.

18. LISTING:

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

19. 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 of Techtran Polylenses Limited

Place: Hyderabad Dr. Jayaram Chigurupati Date : 28.05.2014 Chairman

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Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the 26th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Statement of Profits Loss Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

The high lights of the operating results for the year are as follows:

Rs.in lakhs

CURRENT YEAR PREVIOUS YEAR 2012-2013 2011-2012

SALES

Export Sales 1998.29 1786.16

Domestic Sales 879.17 891.65

2877.46 2677.81

Other Income 74.68 228.47

Profit before Interest and 492.45 773.80

Depreciation

Less: A) Interest & Financial 55.41 32.86

Charges

B) Depreciation & other 118,88 246.64

Write-Offs 174.03 279.50

Net Profit/(Loss) for the year 318.15 494.30

Provision for Taxes: 104,70 152.72

Profit after/ (Loss) after Tax 213.45 341.58

2. FINANCIAL CONDITION AND REVIEW OF OPERATIONS:

Management Discussion and Analysis of Financial Condition and Results of Operations of the Company forthe 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 -1)

The Board of Directors and Management reviewed the progress of company at regular intervals, as required.

3. SUBSIDIARY COMPANY:

Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd, Techtran Lenses Inc, and Techtran USA LLC 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 subsidiary.

Techtran Optics Private Limited, a 100% wholly owned Subsidiary of Techtran Polylenses Limited, a 100% EOU proposes to manufacture 5 million pieces of Polycarbonate lenses and 5 million pieces of plastic lenses at Plot No U, Phase - iii, VSEZ, Visakhapatnam. The proposed polycarbonate Lenses will enhance the sale of the company in the USA Market.

Techtran Lenses Inc, has been incorporated in Tampa, Florida, USA to market and distribute your company products in USA and the company has opened a warehousing facility at Tampa, Florida, USA.

Techtran Lenses Inc hold 55% in Techtran USA LLC, and hence the same is treated as the subsidiary of the Company. It acts as one more arm of the Company to distribute and market the products of the Company.

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.

Statement pursuant to exemption under Section 212(8) of the Companies Act, 1956 relating to Subsidiary Companies is enclosed as Annexure-2

4. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposits from the Shareholders / Public under Section 58Aofthe Companies Act, 1956, during the year under review.

5. DIVIDENDS:

The Directors are pleased to recommend for approval of the members a dividend of Re. 0.70/- per share being 7% on paid upvalue of Rs10/- per share.

6. COMPOSITION OF BOARD:

As on 31st March, 2013, the Board of Directors consists of 6 Directors viz., one promoter Non-Executive Director, Four Non-Executive Independent Directors and one Whole-Time Director.

Dr. Pradeep Swarup resigned from the board w.e.f. 12.02.2013. The board would like to express its gratitude for the support rendered by him during his tenure.

Dr.Jayaram Chigurupati, Director and Dr.Denis Broun, Director liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for Re- appointment.

Mr. Hemang Harish Raja who was appointed by the Board of Directors and holds office upto the date of the 26th Annual General Meeting of the Company in terms of Section 260 of the Companies Act, 1956 ("Act") and liable to retire in respect of whom the company has to received a notice in writing from a Member of the Company under Section 257 of the Act proposing his Candidature for the office of Director of the Company. The relevant resolution proposing him as Director is included in the notice of AGM for shareholders approval.

The Board provides leadership, strategic guidance, objective and independent viewto the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure- The Board has constituted Audit Committee, Share Transfer & Shareholders Grievance Committee and Remuneration Committee.

7. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 217 (2AA) of CompaniesAct, 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 andfairviewofthe 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.

8. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

9. AUDITORS:

M/s. M.Anandam & Co., Chartered Accountants, S P Road, Secunderabad, Auditors of your Company retires at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the CompaniesAct, 1956, for such appointment.

10 INTERNAL AUDITORS:

Your Board of Directors appointed M/s. Kuldeep Verma &Co., Chartered Accountants as Internal Auditors. The Internal Auditors submit their reports on a quarterly basis, which are being reviewed by the Audit Committee.

11 COST AUDITORS:

Your Board of Directors appointed M/s. Vajralingam & Co., Cost Accountants, as Cost Auditors.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your Company, as a responsible corporate entity propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye care, Education, natural Calamities and Social services, by contributing lenses at various Eye camps and also cash contributions for construction of social welfare hostel to Indian Red Cross Society.

13. PERSONNEL:

Information required under Section 217(2A) of the CompaniesAct, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as ''NIL''as none of the employees come underthat category.

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 217 (1) e of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-3).

15. CORPORATE GOVERNANCE:

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-4).

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 Dematerialisation, namely, CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag AN Lane, Hyderabad-500 001, Telephone Nos. 040-23203155/040-23202465, email: [e-mail] / [e-mail] forfurtherdetails, if any.

17. LISTING:

Your company''s shares are listed in the Bombay Stock Exchange (BSE).

18. 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., IFCI & Exim Bank.

Your Directors also express their gratitude to the Shareholders of the company for the confidence reposed in the management.

By order of the Board of

Techtran Polylenses Limited

E.Ranga Kumar

Whole-time Director

Place: Hyderabad

Date: 30.05.2013

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Mar 31, 2012

The Directors take pleasure in presenting the 25th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

The high lights of the operating results for the year are as follows:

Rs.in lakhs

CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-2011

SALES

Export Sales 1786.16 1570.58

Domestic Sales 891.65 917.66

2677.81 2488.24

Other Income 228.47 72.91

Profit before Interest and 773.8 231.64

Depreciation

Less : A) Interest & Financial Charges 32.86 36.52

B)Depreciation & other Write-Offs 246.64 212.05

279.5 248.57

Net Profit/(Loss) for the year 494.3 -16.93

Provision for Taxes: 152.72 13.36

Profit after/(Loss) after Tax 341.58 -15.57

2. SCHEME OF AMALGAMATION:

On 8th June, 2011, your Board approved the proposal to amalgamate the Company along with Hemarus Therapeutics Ltd., (hereinafter referred to as the "Transferor Companies") with Techtran Polylenses Ltd. (the "Transferee Company"). The scheme of amalgamation and arrangement ("the Scheme") was proposed with a rationale to merge both Companies since they are part of the health care sector which would result in reduction of costs and attain increased efficiencies, synergy and benefits, thereon enhancing value for the shareholders of the Company. The share exchange ratio of 1.14 equity shares your Company of Rs 10/- each fully paid up for every 1 (one) equity share of M/s.Hemarus Theraputics Limited of Rs. 10/- each fully paid up was jointly recommended by the valuer, Kuldeep Verma & Co. ("the Valuer"), and M/s. CIL Securities Ltd, a Category -1 merchant banker had given a fairness opinion certifying that the methodologies applied by the Valuer, for determining the share exchange ratio as fair and reasonable. Accordingly, the Board of Directors of your Company, and the Transferee Company at their respective Board Meetings held on June 8, 2011 approved the Scheme and the exchange ratio arrived at by the Valuer. The Appointed Date for this scheme, if approved, is with effect from April 01,2011. The Bombay Stock Exchange Limited vide it's letters dated September 5, 2011 granted no-objection under Clause 24(f) of the Listing Agreement to the said Scheme. Pursuant to the order dated 30th September, 2011 passed by the Hon'ble High Court of Judicature of Andhra Pradesh at Hyderabad, the Court convened meeting for shareholders which was held on November 12,2011 and obtained their approval for the Scheme.

We have garnered from all our stakeholders a lot of positive sentiment following our merger announcement with Hemarus Therapeutics Ltd. We have received approval on the merger from the Bombay stock exchange. We appreciate the overwhelming support of the shareholders in endorsing the merger which now awaits the approval of the High Court of Andhra Pradesh. We are currently aligning our processes and would ensure a seamless integration of all systems, processes, best practices across our delivery, approach, customer centricity, and associate delight.

3. 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 - 1)

The Board of Directors and Management reviewed the progress of Company at regular intervals, as required.

Auditor's Comments: .

Subject to Note No. 14.1 of notes to accounts to Schedule XIII regarding dues from erstwhile directors at Rs.20.72 lakhs shown as an advances pending full and final settlement of their accounts.

Reply to the Comment: Noted 4.SUBSIDIARY COMPANY OR COMPANIES:

Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd and Techtran Lenses LLC, are the subsidiaries 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.

Techtran Optics Private Limited, a 100% wholly owned Subsidiary of Techtran olylenses Limited, a 100% EOU proposes to manufacture 5 million pieces of Polycarbonate lenses and 5 million pieces of plastic lenses at Plot No U, Phase - iii.VSEZ, Visakhapatnam. The proposed Poly Carbonate Lenses will enhance the sales of the Company in the USA Market.

Techtran Lenses LLC, has been incorporated in Tampa, Florida, USA to market and distribute your Company products in USA and the Company has opened a werehousing facility at Tampa, Florida, USA.

5.FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits from the Shareholders / Public under Section 58Aof the Companies Act, 1956, during the year under review.

6. DIVIDENDS:

Your Directors are unable to recommended Dividend for the year under review in-view to utilize the internal accruals for the operations and expansion activities of the Company.

7. ANNUAL GENERAL MEETING:

Register of Members and Share Transfer books will remain closed from 22nd September, 2012 to 26th September, 2012 both days inclusive. The Annual General Meeting of the Company has been scheduled for 26th September, 2012.

8. COMPOSITION OF BOARD:

As on 31st March, 2012, the Board of Directors consists of 6 Directors viz., Chairman Four Non-Executive Independent Directors and One Whole-Time Director.

Dr. T.V.Krishna Rao and Dr. Pradeep Swarup, Directors of the Company retire by rotation and offers themselves for re-appointment.

The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Share Transfer & Shareholders Grievance Committee and Remuneration Committee.

9. 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.

10.CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

11.AUDITORS:

M/s. M.Anandam & Co., Chartered Accountants, S P Road, Secunderabad, Auditors of your Company retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment.

11.1 INTERNAL AUDITORS:

Your Board of Directors appointed M/s. Kuldeep Verma & Co., Chartered Accountants, Flat No.301, Block No. 13, Malasian Township, Kukatpally, Hyderabad as Internal Auditors. The Internal Auditors submit their reports on a quarterly basis, which are being reviewed by the Audit Committee.

11.2 COST AUDITORS:

Your Board of Directors appointed M/s. Vajralingam & Co., Cost Accountants, H.No.13- 4-729/1/3, Karwan Sahu, Hyderabad as Cost Auditors.

12. ISO CERTIFICATION:

Your Company continues to hold ISO 9001:2000 certification.

13. CORPORATE SOCIAL RESPONSIBILITY:

Your Company, as a responsible Corporate entity propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye Care, Education, natural Calamities and Social services, by contributing lenses at various Eye camps and also cash contributions to the tune of Rs.0.10 lakhs during the year under review & donation of Rs.0.20 lakhs for construction of social welfare hostel to Indian Red Cross Society.

14.PERSONNEL:

Information required under Section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as 'NIL' as none of the employees come under that category.

15. 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 217 (1) e of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-2).

16. CORPORATE GOVERNANCE:

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-3).

17. 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 Dematerialisation, namely, CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad - 500 001, Telephone Nos. 040-23203155/040-23202465, email: [e-mail]/ [e-mail] for further details, if any.

18. LISTING:

Your company's shares are listed in the Bombay Stock Exchange (BSE).

19. 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, IFCI & 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 of

Techtran Polylenses Limited

Place:Hyderabad E. Ranga Kumar

Date: 14.08.2012 Whole-time Director

---

Mar 31, 2011

The Directors take pleasure in presenting the 24th Annual Report of the Company on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2011.

1.0 FINANCIAL RESULTS

The high lights of the operating results for the year are as follows :

Rs.in Lakhs CURRENT YEAR PREVIOUS YEAR 2010-2011 2009-2010

SALES

Export Sales 1570.58 1897.78

Domestic Sales 917.66 701.62

2488.24 2599.40

Other Income 72.91 60.92

Profit before Interest and 231.64 491.02

Depreciation

Less : A] Interest & Financial 36.52 67.65 Charges

B] Depreciation & other 212.05 218.61 Write-Offs 248.57 286.26

Net Profit/(Loss) for the year (16.93) 204.76

Provision for Taxes : 1.36 71.45

Profit after/(Loss) after Tax (15.57) 133.31

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-1)

The Board of Directors and Management reviewed the progress of company at regular intervals, as required.

Auditors Comments

Subject to Note No.5 of notes to accounts of Schedule XIII regarding dues from erstwhile directors of Rs.20.72 lakhs shown as an advances pending full and final settlement of their accounts.

Reply to the Comment: Noted.

3 SUBSIDIARY COMPANY:

Techtran Ophthalmics Private Limited is the only 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 subsidiary.

4 FIXED DEPOSITS:

Your company has not accepted any Fixed Deposits from the Shareholders / Public under Section 58A of the Companies Act, 1956, during the year under review.

5 DIVIDENDS:

Your Directors are unable to recommended Dividend in-view of negative results.

5.1 Annual General meeting:

Register of Members and Share Transfer books will remain closed from 23rd June, 2011 to 27th June, 2011 both days inclusive. The Annual General Meeting of the Company has been scheduled for 27th June, 2011.

6. COMPOSITION OF BOARD:

Consequent to change in Management on 7th December, 2010 after fulfilling all the requirements of SEBI, Dr. Jayaram was co-opted as an Additional Director and Chairman of the Company with effect from 07.12.2010.

The requisite notices together with necessary deposits have received for Dr. Jayaram Chigurupati, Dr. Denis Broun and Dr. T.V.Krishna Rao pursuant to Section 257 of the Companies Act, 1956 signifying their candidature for the office of the directorships.

Sri K. Harishchandra Prasad, director of the company retires by rotation and offers himself for re-appointment.

The Board provides leadership, strategic guidance, objective and independent view to the Companys management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Share Transfer & Shareholders Grievance Committee and Remuneration Committee.

7. 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.

8 CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

9 AUDITORS:

M/s. M.Anandam & Co., Chartered Accountants, S P Road, Secunderabad, Auditors of your company retires at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment.

9.1 Internal Auditors:

Your Board of Directors appointed M/s. S.C.Bose & Co., Chartered Accountants, Hyderabad as Internal Auditors. The Internal Auditors submit their reports on a quarterly basis, which are being reviewed by the Audit Committee.

10. ISO CERTIFICATION:

Your Company continues to hold ISO 9001:2000 certification year after year.

11. CORPORATE SOCIAL RESPONSIBILITY:

Your Company, as a responsible corporate entity propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye care, Education, natural Calamities and Social services, by contributing lenses at various Eye camps and also cash contributions to the tune of Rs.0.55 lakhs during the year under review.

12. PERSONNEL:

Information required under Section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as NIL as none of the employees come under that category.

13. 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 217 (1) (e) of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-2).

14. CORPORATE GOVERNANCE :

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-3).

15. DEMATERIALISATION OF SHARES:

Your Companys 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 Dematerialisation, namely, CIL Securities Ltd., Regd Office:214, Raghava Ratna Towers, Chirag AN Lane, Hyderabad - 500 001, Telephone Nos. 040-23203155/040-23202465, email: [e-mail] / [e-mail] for further details, if any.

16. LISTING:

Your companys shares are originally listed on Stock Exchanges at Hyderabad and Mumbai and your company is regular in payment of listing fees. Your company has applied for delisting of its shares from Hyderabad Stock Exchange. SEBI has withdrawn the permanent recognition granted to the Hyderabad Stock Exchange Ltd. with effect from 29th August, 2007 in terms of 5(2) of the Securities Contracts (Regulation) Act 1956 (SCRA).

17. 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., IDBI, IFCI & Exim Bank.

Your Directors also express their gratitude to the Shareholders of the company for the confidence reposed in the management.

By order of the Board of Techtran Polylenses Limited

Dr. Jayaram Chigurupati Chairman

Place: Hyderabad Date : 26.05.2011

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Mar 31, 2010

The Directors present herewith the Annual Report along with the Audited Accounts of the company for the year ended 31s1 March, 2010.

1.0 FINANCIAL RESULTS

The high lights of the operating results for the year are as follows :

Rs.in Millions

CURRENT YEAR PREVIOUS YEAR 2009-2010 2008-2009

SALES

Export Sales 189.78 236.11

Domestic Sales 75.73 72.56

265.51 308.67

Other Income 6.09 6.90

Profit before Interest and 49.10 59.32

Depreciation

Less : A] Interest & Financial 6.76 11.06 Charges

B] Depreciation & other 21.86 22.03

Write-Offs 28.62 33.09

Net Profit for the year 20.47 26.23

Provision for Taxes : 7.14 8.99

Profit after Tax 13.33 17.24

Provision for Dividend & Dividend Tax - 9.62



2.0 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management Discussion and Analysis of Financial Condition and Results of Operation 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 - 1)

The Board of Directors and Management review the progress of company at regular intervals, as required.

3.0 SUBSIDIARY COMPANY

Techtran Ophthalmics Private Limited is the only subsidiary of your company and a copy of the Balance Sheet, Profit and Loss Account, Directors Report and the Auditors Report thereof are attached to the Balance Sheet of the Company. Further, pursuant to Accounting Standard, AS-21 issued by the Institute of Chartered Accountants of India, the enclosed Consolidated Financial Statements include the financial information relating to the subsidiary.

4.0 FIXED DEPOSITS

Your company has not accepted any Fixed Deposits from the Shareholders / Public under Section 58A of the Companies Act, 1956, during the year under review.

5.0 DIVIDENDS

Your Directors are unable to recommended Dividend in-view of low profits and these profits have to be utilized for augmenting Working Capital requirements and for planned Capital Expenditure.

5.1 Annual General meeting

Register of Members and Share Transfer books will remain closed from 23rd September, 2010 to 27th September, 2010 both days inclusive. The Annual General Meeting of the Company has been scheduled for 27th September, 2010.

5.2 Transfer to Reserve

We propose to retain the Profit in the Profit & Loss Account.

6.0 DIRECTORS

Mr.M.V.Raghava Rao and Dr.Pradeep Swamp Directors of your Company retire by rotation and being eligible offer themselves for re-appointment. Brief resume of the Directors, seeking appointment / re-appointment, nature of their expertise in specified functional areas and names of companies in which they hold the Directorships and the membership / Chairmanship of committees of the Board as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges are given in the notice and the Section on Corporate Governance elsewhere in the Annual Report.

Mr.C.K.Rao, who has been the Director of the Company from inception, has resigned from the Board as of 8th May, 2010. Your Directors place on record their deep appreciation of the highly valuable services and guidance provided by him during his tenure as a Director of the Company.

Mr.K.Harishchandra Prasad was appointed as an additional Director of the Company by the Board on 11* August, 2010 in terms of Section 260 of the Companies Act, 1956. He holds the office till the conclusion of the forthcoming Annual General Meeting of the Company. Your Company received a notice in terms of Section 257 of the Companies Act 1956 for appointment of Mr.K.Harishchandra Prasad as a Director liable to retire by rotation.

The Promoter Directors of the company viz., Mr.K.V.Rao and Mr.K.Krishnadev Rao decided to retire and entered into a Share Purchase Agreement with M/s. Credence Infrastructure Limited owned by Dr.Jayaram Chigurupati to sell their individual and family members shares numbering 22,27,000 shares of the company, subjuct to regulatory approval. In addition, the company has allotted 20,00,000 shares to M/s. Credence Infrastructure Limited on preferential basis with the approval of the members at the EGM held on 8th May, 2010. The company has also allotted 13,10,000 Warrants to be converted within a period of 18 months into shares of equal number at Rs. 15.60 per share. The company has received full sale consideration money for 20,00,000 shares and 25% of Warrants money. Your company also issued open offer public announcement to acquire 20% capital of M/s. Techtran Polylenses Limited, post issue, by M/s. Credence Infrastructure Limited on 12th April, 2010 and awaiting SEBIs approval.

Since all the regulatory clearances are not in place, Credence Infrastructure is yet to take management control of the Company. After receipt of approval of SEBI and completion of all formalities in this connection, M/s. Credence Infrastructure Limited will be classified as "Promoters".

7.0 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.

8.0 CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read along with Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors hereby forward the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

9.0 AUDITORS

M/s. M.Anandam & Co., Chartered Accountants, S P Road, Secunderabad, Auditors of your company retire at the conclusion of the Annual General Meeting and being eligible offer themselves for reappointment. Company has received letter from them to the effect that their appointments, if made, would be within the p cribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment.

9.1 INTERNAL AUDITORS

Your Board of Directors appointed M/s.S.C.Bose & Co., Chartered Accountants, Hyderabad as Internal Auditors. The Internal Auditors submit their reports on a quarterly basis which are bring reviewed by the Audit Committee.

10.0 ISO CERTIFICATION

Your Company continues to hold ISO 9001:2000 certification year after year.

11.0 CORPORATE SOCIAL RESPONSIBILITY

Your Company, as responsible corporate citizen propagating its philosophy of responding to social welfare causes and philanthropic activities in the areas of Eye care, Education, natural Calamities and Social services, by contributing lenses at various Eye camps and also cash contributions to the tune of Rs.2.13 lakhs during the year under review.

12.0 PERSONNEL

Information required under Section 217(2A) of the Companies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975 may be treated as NIL as none of the employees come under that category.

13.0 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 217 (1) e of the Companies Act, 1956 read along with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of the Report (Annexure-2).

14.0 CORPORATE GOVERNANCE

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-3).

15.0 DEMATERIALISATION OF SHARES

Your Companys 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 Dematerialisation, namely, CIL Securities Ltd., Regd. Office:214, Raghava Ratna Towers, Chirag Ali Lane, Hyderabad-500001, Telephone Nos.040-23203155 / 040-23202465, email: [e-mail] / [e-mail] for further details, if any.

16.0 LISTING

Your companys shares are originally listed on Stock Exchanges at Hyderabad and Mumbai and your company is regular in payment of listing fees. Your company has applied for delisting of its shares from Hyderabad Stock Exchange. SEBI has withdrawn the permanent recognition granted to the Hyderabad Stock Exchange Ltd. with effect from 29th August, 2007 in terms of 5(2) of the Securities Contracts (Regulation) Act 1956 (SCRA).

17.0 ACKNOWLEDGMENT

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., IDBI, IFCI & Exim Bank.

Your Directors also express their gratitude to the Shareholders of the company for the confidence reposed in the management.

for and on behalf of the Board

Place : Hyderabad K.V.RAO Date : 11.08.2010 Chairman & Managing Director