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Auditor Report of Dr. Agarwal's Eye Hospital Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Dr.Agarwal's Eye Hospital Limited, which comprise the Balance Sheet as at 31stMarch, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March,

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

1. a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b. The Fixed Assets have been physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.

2. a. The Management has conducted the physical verification of Inventory at reasonable intervals.

b. The procedures for Physical Verification of Inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of Inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

3. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Hence, reporting under clause 3 (iii) (a) & (b) of the Companies (Auditor's Report) Order 2015 does not arise.

4. According to the information and explanations given to us, the Internal Control system is being strengthened to be commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Also, there is no continuing failure to correct major weaknesses in internal control system.

5. The Company has not accepted deposits and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

6. The Company is maintaining the cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act in respect of services carried out by the Company.

7. a. The Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

b. Details of dues of Sales Tax and Income Tax which have not been deposited on account of disputes are given below:

Period to which the Forum where the dispute Particulars amount relates is pending

A.Y. 2008-09 High Court

Deputy Commissioner Income Tax A.Y. 2010-11 Income Tax

A.Y. 2011-12 CIT Appeals

F.Y. 2010-11

Asst. Commissioner -

Sales Tax F.Y. 2011-12 Jaipur Sales Tax Dept.

F.Y. 2012-13

Particulars Amount (Rs. In Lakhs)

16.28

Income Tax 35.54

31.63

6.78

Slaes Tax 6.08

17.72

c. The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

8. The Company has no accumulated losses at the end of the financial year and also it has not incurred cash losses during the financial year and in the immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

10. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The term loans were applied for the purpose for which the loans were obtained.

12. Based on the information and explanation given to us and based on the audit procedures followed by us, there were no frauds on or by the Company that has been noticed or reported during the year.

For M.K.Dandeker & Co., (ICAI Reg. No. 000679S) S.Poosaidurai Date: May 26, 2015 Partner Place: Chennai Chartered Accountants Membership No.223754.




Mar 31, 2014

We have audited the accompanying financial statements of Dr. Agarwal''s Eye Hospital Limited, which comprise the Balance Sheet as at 31st March 2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY for THE FINANCIAL Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditing accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014,

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv. Attention is drawn to Note No 39 to the financial statements that the Company is in the process of obtaining the balance confirmation and reconciliation of some overdue amounts of Trade Receivables and Advances given.

v. In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

vi. On the basis of written representations received from the directors, as on 31st March 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in our Report of even date)

i. a. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets.

b. The Fixed Assets are physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

ii. a. The physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

iii. a. The Company has given interest free Rental deposits of Rs.4,25,00,000/- and Rs.4,17,37,000/- to two firms in which certain directors are partners.

b. The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

iv. In our opinion and according to the information and explanations given to us, the internal control procedures with regard to inventory and fixed assets and for sale of goods are being strengthened to be commensurate with the size of the Company and the nature of the business.

v. a. In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in 5(a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

vii. The Company''s Internal Audit System is commensurate with the size of the company and nature of its business.

viii. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act.

ix. a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, and other statutory dues.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Employee''s State Insurance, Income Tax, Wealth Tax, Sales Tax were in arrears as on 31.03.2014 for a period of more than six months from the date they became payable.

c) Details of dues of Sales Tax and Income Tax which have not been deposited as on 31.03.2014 on account of disputes are given below:

Particulars Period to which Forum where the dispute is Amount the amount relates pending (Rs. in Lakhs)

A.Y. 2008-09 High Court 16.28

Income Tax A.Y. 2010-11 Deputy Commissioner 35.54 Income Tax

A.Y. 2011-12 CIT Appeals 31.63

F.Y. 2010-11 6.78

Sales Tax F.Y. 2011-12 Asst Commissioner - Jaipur 6.08 Sales Tax Dept.

F.Y. 2012-13 17.72

x. The Company has not incurred cash loss during the current financial year and the previous financial year and there are no accumulated losses as on the balance sheet date.

xi. The company has not defaulted in repayment of dues to a financial institution or bank.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore Paragraph 4 (xii) of the order relating to maintenance of documents and records is not applicable.

xiii. The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company and therefore Paragraph 4(xviii) of the order is not applicable

xiv. The Company is not dealing or trading in shares, securities, debentures or other investments and therefore Paragraph 4(xiv) of the order is not applicable

xv. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

xvi. The term loans were applied for the purpose for which the loans were obtained.

xvii. The funds raised by the Company on short-term basis have not been used for long-term investment and vice versa.

xviii. The Company has not made Preferential Allotment of shares to parties and companies covered in the register maintained u/s.301 of the Act during the year.

xix. During the year covered by our Audit Report, the Company has not issued any debentures and therefore paragraph 4(xix) of the said Order is not applicable.

xx. During the year covered by our Audit Report, the Company has not raised any money by public issue and therefore Paragraph 4(xx) of the order is not applicable.

xxi. Based on our examination and the information provided to us by the Company, no fraud on or by the Company has been noticed or reported during the year.

For M.K.Dandeker & Co., (ICAI Reg No 000679S)

K.J. Dandeker Partner

Date : May 27, 2014 Chartered Accountants

Place : Chennai Membership No 018533


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Dr.Agarwal''s Eye Hospital Limited, which comprise the Balance Sheet as at 31st March 2013, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditing accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION:

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013,

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 31s''March 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE INDEPENDANT AUDITOR''S REPORT (Referred to in our Report of even date)

1. a. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets.

b. The Fixed Assets are physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

2. a. The physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

3. The Company has given interest free Rental deposits of Rs.4,25,00,000/- and Rs.4,17,37,000/- to two firms in which certain directors are partners.

4. In our opinion and according to the information and explanations given to us, the internal control procedures with regard to inventory and fixed assets and for sale of goods are being strengthened to be commensurate with the size of the Company and the nature of the business.

5. a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in 5(a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and the provisions of Section 58A and 58 AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

7. The Company''s Internal Audit System is commensurate with the size of the company and nature of its business.

8. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act.

9. a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and other statutory dues.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were in arrears as on 31.03.2013 for a period of more than six months from the date they became payable.

c) There are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax and Excise Duty that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has not incurred cash loss during the current financial year and the previous financial year and there are no accumulated losses as on the balance sheet date.

11. The company has not defaulted in repayment of dues to a financial institution or bank.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore Paragraph 4 (xii) of the order relating to maintenance of documents and records is not applicable.

13. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

14. The term loans were applied for the purpose for which the loans were obtained.

15. The funds raised by the Company on short-term basis have not been used for long-term investment and vice versa.

16. The Company has not made Preferential Allotment of shares to parties and companies covered in the register maintained u/s.301 of the Act during the year.

17. During the year covered by our Audit Report, the Company has not issued any debentures and therefore paragraph 4(xvii) of the said Order is not applicable.

18. The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company and therefore Paragraph 4(xviii) of the order is not applicable.

19. The Company is not dealing or trading in shares, securities, debentures or other investments and therefore Paragraph 4(xix) of the order is not applicable.

20. During the year covered by our Audit Report, the Company has not raised any money by public issue and therefore Paragraph 4(xx) of the order is not applicable.

21. Based on our examination and the information provided to us by the company, no fraud on or by the Company has been noticed or reported during the year.

for M.K. Dandeker & Co.,

(Firm Reg. No.000679S)

Sd/-

K.J. Dandeker

Place : Chennai Partner

Date : 27.05.2013 Chartered Accountants

Membership No.018533


Mar 31, 2012

We have audited the attached Balance Sheet of Dr.Agarwal's Eye Hospital Limited, Chennai as at 31st March 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Statement of Profit and Loss dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;and

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

c) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. a. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets.

b. The Fixed Assets are physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

2. a. The physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

3. The Company has given interest free Rental deposits of Rs.4,25,00,000/- and Rs.4,17,37,000/ - to two firms in which certain directors are partners.

4. In our opinion and according to the information and explanations given to us, the internal control procedures with regard to inventory and fixed assets and for sale of goods are being strengthened to be commensurate with the size of the Company and the nature of the business.

5. a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in 5(a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

7. The Company's Internal Audit System is commensurate with the size of the company and nature of its business.

8. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act.

9. a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and other statutory dues.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were in arrears as on 31.03.2012 for a period of more than six months from the date they became payable.

c) There are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax and Excise Duty that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has not incurred cash loss during the current financial year and the previous financial year and there are no accumulated losses as on the balance sheet date.

11. The company has not defaulted in repayment of dues to a financial institution or bank.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore Paragraph 4 (xii) of the order relating to maintenance of documents and records is not applicable.

13. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

14. The term loans were applied for the purpose for which the loans were obtained.

15. The funds raised by the Company on short-term basis have not been used for long-term investment and vice versa.

16. The Company has not made Preferential Allotment of shares to parties and companies covered in the register maintained u/s.301 of the Act during the year.

17. During the year covered by our Audit Report, the Company has not issued any debentures and therefore paragraph 4(xix) of the said Order is not applicable.

18. The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company and therefore Paragraph 4(xiii) of the order is not applicable.

19. The Company is not dealing or trading in shares, securities, debentures or other investments and therefore Paragraph 4(xiv) of the order is not applicable.

20. During the year covered by our Audit Report, the Company has not raised any money by public issue and therefore Paragraph 4(xx) of the order is not applicable.

Based on our examination and the information provided to us by the company, no fraud on or by the Company has been noticed or reported during the year.

for M. K. DANDEKER & CO.,

(Firm Reg. No.000679S)

Sd/-

K. J. DANDEKER

Place : Chennai PARTNER

Date : 25.05.2012 CHARTERED ACCOUNTANTS

MEMBERSHIP No 018533


Mar 31, 2010

We have audited the attached Balance Sheet of Dr.Agarwals Eye Hospital Limited, Chennai as at 31st March 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

c) in case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in our Report of even date)

1. a. The Company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets.

b. The Fixed Assets are physically verified by the Management at regular Intervals and no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

2. a. The physical verification of inventory has been conducted at Reasonable intervals by the management.

b. The procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory and any discrepancies noticed on physical verification are being properly dealt in the books of accounts.

3. The Company has given interest free Rental deposits of Rs.4,25,00,000/- and Rs.4,17,37,000/- to two firms in which certain directors are partners.

4. In our opinion and according to the information and explanations given to us, the internal control procedures with regard to inventory and fixed assets and for sale of goods are being strengthened to be commensurate with the size of the Company and the nature of the business.

5. a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in 5(a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public and the provisions of Section 58A and 58AA of the Act, rules framed there under and other relevant directives issued by the Reserve Bank of India are not applicable to the Company.

7. The Companys Internal Audit System is commensurate with the size of the company and nature of its business.

8. The Company is not required to maintain the cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act.

9. a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues.

b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess, were in arrears as on 31.03.2010 for a period of more than six months from the date they became payable.

c) There are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has not incurred cash loss during the current financial Year and the previous financial year and there are no accumulated losses as on the balance sheet date.

11. The company has not defaulted in repayment of dues to a financial institution or bank.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of share, debentures and other securities.

13. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

14. The term loans were applied for the purpose for which the loans were obtained.

15. The funds raised by the Company on short-term basis have not been used for long-term investment and vice versa.

16. The Company has not made Preferential Allotment of shares to parties and companies covered in the register maintained U/s.301 of the Act during the year.

17. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore Paragraph 4 (xii) of the order relating to maintenance of documents and records is not applicable.

18. The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company and therefore Paragraph 4(xiii) of the order is not applicable.

19. The Company is not dealing or trading in shares, securities, debentures or other investments and therefore Paragraph 4(xiv) of the order is not applicable.

20. During the year covered by our Audit Report, the Company has not raised any money by public issue and therefore Paragraph 4(xx) of the order is not applicable.

21. Based on our examination and the information provided to us by the company, no fraud on or by the Company has been noticed or reported during the year.

for M. K. DANDEKER & CO.,

(ICAI Reg. No.000679S)

Sd/-

K. J. DANDEKER

Place:Chennai PARTNER

Date : 28.04.2010 CHARTERED ACCOUNTANTS

MEMBERSHIP No 018533

 
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