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Auditor Report of GKB Ophthalmics Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GKB Ophthalmics Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the 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

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 and presentation 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 the financial statements of the Company based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control 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 Company's 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 loss 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 (the 'Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the 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; and

(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:

1) the Company has disclosed the impact of pending litigations on its financial position in its financial statements in note 25 to the financial statements;

2) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

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

(b) As explained to us, the Company has physically verified the assets in accordance with the phased programme of verification which in our opinion is reasonable, considering the size of the Company and nature of the assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by the management are, in our opinion, 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. The discrepancies noticed on verification between the physical stocks and book records, which were not material, have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, 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 Act. Accordingly, the Paragraph 3 (iii) (a) and (b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The Company has not accepted any deposits during the year from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and any other relevant provisions of the Act and the rules framed thereunder apply.

(vi) According to the information and explanations given to us, the Company is not required to maintain the books of accounts pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has been generally regular in depositing undisputed statutory dues relating to investor education and protection fund, labour welfare fund and other statutory dues, as applicable, with the appropriate authorities. However, there have been delays in depositing statutory dues relating to provident fund, employees state insurance, income-tax, sales tax, excise duty, service tax, wealth tax and value added tax with the appropriate authorities.

According to the information and explanations given to us, undisputed statutory dues of income tax and wealth tax amounting to Rs. 402.65 lakhs and Rs. 7.77 lakhs respectively are in arrears and were outstanding as at 31stMarch 2015 for a period of more than six months from the date they become applicable.

(b) According to the information and explanations given to us and records examined by us, the particulars of income tax, sales tax and duty of excise as at 31st March, 2015 which have not been deposited on account of a dispute pending, are as under:

Name of the statue Financial year Nature of dues

The Central Excise 2005-06 Duty, interest Act, 1944 and penalty

2006-07 Duty, interest and penalty

2007-08 Duty, interest and penalty

2013-14

The Central Sales Sales tax, Tax Act, 2008-09 interest and 1956 penalty



Name of the statue Disputed Forum where the Amount dispute is pending

(in Rs. lakhs)

The Central Excise 17.17 Central Excise and Act, 1944 Service Tax Appellate Tribunal (CESTAT)

16.45 Joint Commissioner / Commissioner of

Customs and Central Excise (Appeals)

483.86 Commissioner of Customs, Central Excise & Service Tax, Panaji

The Central Sales 111.71 Additional Tax Act, Commissioner of 1956 Commercial Tax, Panaji

629.19

(net of deposit paid, wherever applicable)

(c) According to the information and explanations given to us, there is no amount required to be transferred to Investor Education and Protection Fund as at 31st March 2015 in accordance with the relevant provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company has no accumulated losses as at 31st March 2015 and it has not incurred cash losses in the immediately preceding financial year. However, the Company has incurred cash losses in the financial year ended as at 31st March 2015.

(ix) The Company has not issued any debentures. Accordingly, the Paragraph 3 (ix) of the Order is not applicable. There was no default on repayment of loans obtained from financial institutions. However, the Company has defaulted in repayment of dues to banks during the year as follows:

Sr. No. Period of default Amount (in Rs. Lakhs)

1 April 2014 to March 2015 99.01

2 Overdue as on 31st March 2015 1.06

(x) According to the information provided to us and explanations given to us, the Company has given guarantees amounting to Rs. 3,630.08 lakhs to banks for loans taken by associate companies. However, we are unable to comment whether the terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the banks to attach the assets of the Company on default by associate companies, without attempting to recover in the first instance from the associate companies.

(xi) In our opinion and according to the information and explanations given to us, the Company has not taken any term loans during the financial year. Accordingly paragraph 3 (xi) of the Order is not applicable.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any fraud on or by the Company noticed or reported during the period, nor have we been informed of such case by management.

SHARP &TANNAN Chartered Accountants Firm's Registration No. 109982W By the hand of

EDWIN P. AUGUSTINE Place: Mumbai, Maharashtra Partner Date: 30thMay, 2015 (Membership No. 43385)






Mar 31, 2014

We have audited the accompanying financial statements of GKB Ophthalmics Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the 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 the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in 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 misstatement 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 statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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 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:

(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 the case of the Cash Flow Statement, of the 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, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (together the ''Order'') issued by the Central Government of India in terms of Section 227 (4A) 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.

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

(a) We have obtained all 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 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; and

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013, of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) On the basis of the written representations received from the directors of the Company as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in Paragraph 1 under the heading of "Report on Legal and Regulatory Requirements" of our report of even date)

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As per explanation given to us, these fixed assets have been physically verified by the management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by management are, in our opinion, 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. The discrepancies between the physical stocks and the book stocks, which were not material, have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii)(b) to 4(iii)(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) We are unable to comment whether the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time given the specialized nature of items and their quality/condition.

(vi) During the year, the Company has neither accepted nor renewed any deposits from the public under the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and hence the directives issued by the Reserve Bank of India and the rules framed there under, do not apply to the Company. According to the information and explanations given to us, no order has been passed by the Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) Based on the certificate issued by the Cost Accountant of the Company, we report that the prescribed accounts and records have been made and maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956. However, the contents of these accounts and records have not been examined by us.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has been generally regular in depositing undisputed statutory dues relating to investor education and protection fund, custom duty and other statutory dues, as applicable, with the appropriate authorities. However, there have been delays in depositing statutory dues relating to provident fund, employees state insurance, income-tax, sales tax, excise duty, service tax, wealth tax and value added tax with the appropriat authorities.

(b) According to the information and explanations given to us, undisputed statutory dues of income tax and wealth tax amounting to Rs.588.86 lakhs and Rs. 6.18 lakhs respectively were in arrears and were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues of sales tax and excise duty which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Financial Nature of dues Disputed Forum where the statue year Amount dispute is (in Rs. lakhs) pending The Central 2005-06 Duty, interest 17.17 Central Excise Excise Act, and penalty and Service Tax 1944 Tribunal(CESTAT)

2006-07 Duty, interest 16.45 Joint Commission and penalty er / Commissioner Customes and Central Excise (Appeals)

The Central 2008-09 Sales tax, 111.71 Additional Sales Tax Act, interest Commissioner of of Commercial Tax, and penalty Commercial Tax, Panaji

(x) The Company has no accumulated losses as at 31st March, 2014, and it has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) The Company has not issued any debentures. There was no default on repayment of loans obtained from financial institutions. However, the Company has defaulted in repayment of dues to banks (including interest) during the year as follows:

Sr. Period of default Amount No. (in Rs. Lakhs)

1 April 2013 to March 2014 99.84

2. Overdue as on March 31, 2014 19.02

(xii) In our opinion, the provisions of clause 4 (xii) of the Order are not presently applicable to the Company, since the Company has not granted any loans and / or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a Chit Fund, Nidhi / Mutual Benefit Fund / Society and hence the provisions of clause 4 (xiii) of the Order are not presently applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the provisions of clause 4 (xiv) of the Order are not presently applicable to the Company.

(xv) According to the information provided to us and explanations given to us, the Company has given guarantees amounting to Rs. 3,061.08 lakhs to banks for loans taken by associate companies. However, we are unable to comment whether the terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the banks to attach the assets of the Company on default by associate companies, without attempting to recover in the first instance from the associate companies.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us, and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies to be covered in the register maintained under Section 301 of the Companies Act, 1956. Hence in our opinion, the provision of clause 4 (xviii) of the Order is not presently applicable to the Company.

(xix) During the financial year, the Company has not issued any debentures. Hence in our opinion, the provision of clause 4 (xix) of the Order is not presently applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly the provision of clause 4 (xx) of the Order is not presently applicable to the Company.

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN Chartered Accountants Firm Registration No.: 109982W By the hand of

Edwin P. Augustine Place : Mumbai, Maharashtra Partner Date : 30th May, 2014 (Membership No. 43385)


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GKB Ophthalmics Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the 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 the accounting standards referred to in Section 211(3C) of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in 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 misstatements.

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 misstatement 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 financial statements give the information required by the Companies Act, 1956, in the manner so required and give 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 loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the 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, 2003 and as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (together the ''Order'') issued by the Central Government of India in terms of Section 227 (4A) 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.

2. As required by Section 227(3) of the Companies Act, 1956 we report that:

(a) We have obtained all 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 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; and

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(e) On the basis of the written representations received from the directors of the Company as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in Paragraph 1 under the heading of "Report on Legal and Regulatory Requirements" of our report of even date)

( i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As per explanation given to us, these fixed assets have been physically verified by the management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by management are, in our opinion, 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. The discrepancies between the physical stocks and the book stocks, which were not material, have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii)(b) to 4(iii)(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services need to be further improved to make them commensurate with the size of the Company and nature of its business. During the course of audit, we have not come across instances of continuing failures to correct weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) We are unable to comment whether the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time given the specialized nature of items and their quality/condition.

(vi) During the year, the Company has neither accepted nor renewed any deposits from the public under the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and hence the directives issued by the Reserve Bank of India and the rules framed there under, do not apply to the Company. According to the information and explanations given to us, no order has been passed by the Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) Based on the certificate issued by the Cost Accountant of the Company, we report that the prescribed accounts and records have been made and maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956. However, the contents of these accounts and records have not been examined by us.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has been generally regular in depositing undisputed statutory dues relating to investor education and protection fund, custom duty, excise duty and other statutory dues, as applicable, with the appropriate authorities. However, there have been delays in depositing statutory dues relating to provident fund, employees state insurance, income-tax, sales tax, service tax, wealth tax and value added tax with the appropriate authorities.

(b) According to the information and explanations given to us, undisputed statutory dues of income tax, fringe benefit tax and wealth tax amounting to Rs. 519.34 lakhs, Rs. 0.26 lakhs and Rs. 4.33 lakhs respectively were in arrears and were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues of sales tax and excise duty which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of Financial Nature of dues the statue year

The Central 2005-06 Duty, interest and Excise Act, penalty 1944

2006-07 Duty, interest and penalty

The Central 2008-09 Sales tax , interest Sales Tax and penalty Act, 1956

Name Disputed Forum where the Amount dispute is pending (in Rs. lakhs)

The Central 17.17 Central Excise and Service Tax Appellate Tribunal (CESTAT )

16.45 Joint Commissioner / Commissioner of Customs and Central Excise (Appeals)

The Central 111.71 Additional Commissioner of Commercial Tax, Panaji

145.33

(x) The Company has no accumulated losses as at 31st March, 2013, and it has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) The Company has not issued any debentures. There was no default on repayment of loans obtained from financial institutions. However, the Company has defaulted in repayment of dues to banks (including interest) during the year as follows:

Sr. Amount

No. Period of default (in Rs. Lakhs)

1. April 2012 to March 2013 99.11

2. Overdue as on March 31, 2013 42.43

(xii) In our opinion, the provisions of clause 4 (xii) of the Order are not presently applicable to the Company, since the Company has not granted any loans and / or advances on the basis of security by way of pledge of shares debentures and other securities.

(xiii) The Company is not a Chit Fund, Nidhi / Mutual Benefit Fund / Society and hence the provisions of clause 4 (xiii) of the Order are not presently applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the provisions of clause 4 (xiv) of the Order are not presently applicable to the Company.

(xv) According to the information provided to us and explanations given to us, the Company has given guarantees amounting to Rs. 3,061.08 lakhs to banks for loans taken by associate companies. However, we are unable to comment whether the terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the banks to attach the assets of the Company on default by associate companies, without attempting to recover in the first instance from the associate companies.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us, and on overall examination of the balance sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies to be covered in the register maintained under Section 301 of the Companies Act, 1956. Hence in our opinion, the provision of clause 4 (xviii) of the Order is not presently applicable to the Company.

(xix) During the financial year, the Company has not issued any debentures. Hence in our opinion, the provision of clause 4 (xix) of the Order is not presently applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly the provision of clause 4 (xx) of the Order is not presently applicable to the Company.

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

Firm Registration No.: 109982W

By the hand of

Edwin P. Augustine

Place: Mumbai, Maharashtra

Partner

Date : 28th May, 2013 (Membership No. 43385)


Mar 31, 2012

We have audited the attached Balance Sheet of GKB Ophthalmics Limited, as at 31st March, 2012, the Statement of Profit and Loss and also the Statement of Cash Flows 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.

In accordance with provisions of Section 227 of the Companies Act, 1956, we report that:

1. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 (together "the Order") issued by the Central Government of India in terms of Section 227 (4A) 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.

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

(i) We have obtained all 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 it appears from our examination of these books;

(iii) The Balance Sheet, Statement of Profit and Loss and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Statement of Cash Flows 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 the written representations received from the directors of the Company as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors are 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 financial statements, read together with the Notes to the Financial Statements, give the information required by the Companies Act, 1956, in the manner so required and give 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;

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

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our Report of even date)

(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) As per explanation given to us, these fixed assets have been physically verified by the management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

(b) As per the information given to us, the procedures of physical verification of inventory followed by management are, in our opinion, 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. The discrepancies between the physical stocks and the book stocks, which were not material, have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly Clauses 4(iii)(b) to 4(iii)(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Accordingly Clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the internal control procedures for the purchase of inventory and fixed assets and for the sale of goods and services need to be improved to make them commensurate with the size of the Company and nature of its business. During the course of audit, we have come across instances of continuing failures to correct weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) We are unable to comment whether the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time given the specialized nature of items involved.

(vi) During the year, the Company has neither accepted nor renewed any deposits from the public under the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and hence the directives issued by the Reserve Bank of India and the rules framed there under, do not apply to the Company. According to the information and explanations given to us, no order has been passed by the Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii) Based on the certificate issued by the Cost Accountant of the Company, we report that the prescribed accounts and records have been made and maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. The contents of these accounts and records have not been examined by us.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, service tax, custom duty, excise duty and other statutory dues as applicable with the appropriate authorities. However, there have been delays in depositing statutory dues relating to provident fund, employees state insurance, income tax, sales tax, wealth tax and value added tax with the appropriate authorities.

(b) According to the information and explanations given to us, undisputed statutory dues of income tax, fringe benefit tax and wealth tax amounting to Rs. 463.45 lakhs, Rs. 8.75 lakhs and Rs. 2.41 lakhs respectively were in arrears and were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues of sales tax and excise duty which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Name of Financial Nature of dues Disputed Forum where the the statue year Amount dispute is pending (in Rs. lakhs)

The Central 2005-06 Duty, interest 17.17 Central Excise and Excise Act, and penalty Service Tax 1944 Appellate Tribunal (CESTAT)

2006-07 Duty, interest 16.45 Joint Commissioner and penalty Commissioner of Customs and Central Excise (Appeals)

The Central 2008-09 Sales tax, 111.71 Additional Commissi Sales Tax interset and -oner of Commercial 1956 Tax, Panaji



145.33

(x) The Company has no accumulated losses as at 31st March, 2012 and it has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) The Company has not issued any debentures. There was no default on repayment of loans obtained from financial institutions. However, the Company has defaulted in repayment of dues to banks (including interest) during the year as follows:

Sr. Period of default Amount No. (in Rs. Lakhs)

1. November 2011 to March 2012 44.60

2. Overdue as on March 31, 2012 15.42

(xii) In our opinion, the provisions of Clause 4 (xii) of the Order are not presently applicable to the Company, since the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares debentures and other securities.

(xiii) The Company is not a Chit Fund, Nidhi / Mutual Benefit Fund / Society and hence the provisions of Clause 4 (xiii) of the Order are not presently applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the provisions of Clause 4 (xiv) of the Order are not presently applicable to the Company.

(xv) According to the information provided to us and explanations given to us, the Company has given guarantees amounting to Rs. 3,061.08 lakhs to banks for loans taken by associate companies. However, we are unable to comment whether the terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the banks to attach the assets of the Company on default by associate companies, without attempting to recover in the first instance from the associate companies.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us, and on overall examination of the balance sheet of the Company, no funds raised on short-term basis have been used for long- term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies to be covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) During the financial year, the Company has not issued any debentures. Hence in our opinion, the provision of Clause 4 (xix) of the Order is not presently applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly the provision of Clause 4 (xx) of the Order is not presently applicable to the Company.

(xxi) During the course of our examination of the books of account and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNAN

Chartered Accountants

Firm's Registration No. : 109982W

By the hand of

Edwin P. Augustine

Place : Mapusa, Goa Partner

Date : 30th May, 2012 (Membership No. 43385)


Mar 31, 2010

1. We have audited the attached Balance Sheet of GKB OPHTHALMICS LIMITED, as at 31 st March 2010, the Profit & Loss Account and Cash Flow Statement of the company 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.

2. 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended, issued by the Central Government Of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of checb of the boob and records of the Company as we considered appropriate and the information and the explanations given to us during the course of audit. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(b) In our opinion, proper boob of account as required by law have been kept by the company so far as appears from our examination of these boob;

(c) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the boob of account;

(d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts, read together with the significant accounting policies in Schedule M and notes appearing thereon, give the information required by the Companies Act, 1 956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT ANNEXURE REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS OF GKB OPHTHALMICS LIMITED FOR THE YEAR ENDED 31 ST MARCH, 2010

1. (a) The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets. All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that discrepancies noticed on such verification will be dealt with in the books of accounts as and when records are updated.

(b) The Company has not disposed off any substantial part of fixed assets during the year.

2. (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, and on the basis of our examination of records of inventory, the Company is maintaining proper records of inventory. We have been informed that the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the boob of accounts.

3. (a) According to the information and explanations given to us, the Company had granted unsecured loan to one party covered in the register maintained under Section 301 of the Companies act, 1956. The entire amount of the loan along with interest was repaid during the year by the said party. The maximum amount involved during the year was Rs. 16,42,904/-.

(b) The rate of interest and other terms & conditions of the above loans were not prima facie prejudicial to the interest of the Company, except that the terms of repayment of loans and the date on which interest is to be paid on the loans were not stipulated.

(c) In absence of stipulations regarding terms of repayment of loans and due date we are unable to express our opinion on whether receipt of principal and interest amount is regular.

(d) As the entire loan with interest was repaid during the year, paragraphs 4(iii)(d) of the order is not applicable.

(e) The Company has not taken any loans, secured or unsecured from parties covered in the register maintained under section 301 of the Companies act, 1956. Accordingly, paragraphs 4(iii)(f) and (g) are not applicable.

4. On the basis of our evaluation of internal control systems and according to the information and explanations given to us, we are of the opinion that internal control systems with respect to the purchase of inventory and fixed assets and sale of goods and services need to be further improved to make it commensurate with the size of the company and nature of its business.

5. In respect of the transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) In respect of transactions with parties with whom transactions exceeding value of Rupees five lakhs have been entered into during the financial year, because of the specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1 956 and the Rules framed there under. We are informed that no order has been passed by the Company Law Board.

7. The Company has an internal audit system but in our opinion its scope and coverage requires to be further widened to make it commensurate with the size and nature of the Companys business.

8. Maintenance of cost records have not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9. (a) In our opinion and according to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including investor education and protection fund, Sales tax, Wealth tax, Service Tax, Customs duty, Excise Duty, cess and other material statutory dues, where applicable with the appropriate authorities. However during the year there were delays in depositing, with the appropriate authorities, undisputed statutory dues in respect of income tax, provident fund and employees state insurance. There are no arrears of outstanding provident fund and employees state insurance dues as at the last day of the financial year for a period of more than six months from the date they became payable. However the undisputed income tax (including fringe benefit tax) dues outstanding for more than six months from the date they become payable are Rs. 1,91,75,400/-

(b) According to the information and explanations given to us there are no cases of non-deposit with the appropriate authorities of disputed dues of sales tax/ income tax/ service tax/ customs duty/ wealth tax/ excise duty/ Cess except in the following cases:

No. Nature of Liability Amount (Rs.) Pending Before

1. Central Excise Duty 16,44,687/- Joint Commissioner/

Commissioner of customs and

central excise (Appeals)

2. Central Excise Duty 17,17,200/- CESTAT

10. The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks. The company does not have any borrowings from financial institutions and has not issued debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any statute applicable to chit fund / Nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. As informed and explained to us the company is not dealing in or trading in shares, securities, debentures, or other investments and hence requirement of paragraph 4(xiv) are not applicable to the company.

15. The Company has given guarantees to banks for loans taken by associate companies. According to the information and explanations given to us, such guarantees have been extended as a long-term involvement with those companies and there has been no default in repaying the loans. However, we are unable to opine whetherthe terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the bank to attach the assets of the company on default by associate companies without attempting to recover in the first instance from the associate companies.

16. In our opinion and according to the information and explanations given to us on an overall basis the term loans have been applied for the purposes for which they were obtained.

17. According to the records examined by us and according to information and explanations given to us, on an overall basis, no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. There are no debentures issued and outstanding during the year and hence the question of creating securities in respect thereof does not arise.

20. During the year the Company has not raised money by any public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the financial year.

For M/s. BORKAR & MUZUMDAR

Chartered Accountants

Firm Registration No. 101569W

(A. N. NAIK)

Partner

(M. No. 30668)

PLACE: Panaji-Goa.

DATE: 31st August,2010




Mar 31, 2009

1. We have audited the attached Balance Sheet of GKB Ophlhalmics Limited, as at 31 st March, 2009, the Profit & Loss Account and Cash Flow Statement of the company 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.

2. 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.

3. As required by the Companies (Auditors Report) Order, 2003 as amended, issued by the Central Government Of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of checks of the books and records of the Company as we considered appropriate and the information and the explanations given to us during the course of audit. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(b) In our opinion, proper boob of account as required by law have been kept by the company so far as appears from our examination of these books;

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

(d) in our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31 st March 2009, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 st March 2009 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts read together with the significant accounting policies in schedule M and notes appearing thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2009;

(ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS OF GKB OPHTHALMICS LIMITED FOR THE YEAR ENDED 31 ST MARCH, 2009

1. [a) The Company is in the process of updating its records showing full particulars, including quantitative details and

situation of fixed assets. All the fixed assets have been physically verified by the management at reasonable intervals. We are informed that discrepancies noticed on such verification will be dealt with in the booh of accounts as and when records are updated.

(b) The Company has not disposed off any substantia! part of fixed assets during the year.

2. (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, and on the basis of our examination of records of inventory, the Company is maintaining proper records of inventory. We have been informed that the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of accounts.

3. {a) According to the information and explanations given to us, the Company has granted unsecured loans to two parties covered in the register maintained under Section 301 of the Companies act, ] 956. The maximum amount involved during the year was Rs.46,88,987/- and the year end balance of loans granted to such parties was Rs. 16,42,904/-.

(b) The rate of interest and other terms & conditions of the above loans were not prima facie prejudicial to the interest of the Company, except that the terms of repayment of loans and the date on which interest is to be paid on the loans have not been stipulated.

(c) In absence of stipulations regarding terms of repayment of loans and due date we are unable to express our opinion on whether receipt of principal and interest amount is regular.

(d) In absence of stipulations regarding terms of repayment of loans and due date on which interest is to be paid we are unable to express our opinion on whether there is any amount overdue above Rupees one lakh and whether reasonable steps need to be taken for recovery of principal and interest.

(e) The Company has not taken any loans, secured or unsecured from parties covered in the register maintained under section301 of the Companies act, 1956.

(f) Clause 4(iii) (f) and (g) are not applicable.

4. On the basis of our evaluation of internal control systems and according to the information and explanations given to us, we are of the opinion that internal control systems with respect to the purchase of inventory and fixed assets and sale of goods need to be further improved to make it commensurate with the size of the company and nature of its business.

There have been no sales of services during the year,

5. In respect of the transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

{b) In respect of transactions with parties with whom transactions exceeding value of Rupees five lakhs have been entered into during the financial year, because of the specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed there under. We are informed that no order has been passed by the Company Law Board.

7. The Company has an internal audit system but in our opinion its scope and coverage requires to be further widened to make it commensurate with the size and nature of the Companys business.

8. Maintenance of cost records have not been prescribed by the Central Government under clause (d) of sub-section (1} of section 209 of the Companies Act, 1956.

9. (a) In our opinion and according to the information and explanations given to us, the Company has-been regular in depositing undisputed statutory dues including investor education and protection fund, Income tax. Sales tax, Wealth tax, Service Tax, Customs duty, Excise Duty, cess and other material statutory dues, where applicable with the appropriate authorities. However during the year there were delays in depositing, with the appropriate authorities, undisputed statutory dues in respect of provident fund and employees state insurance. There a re no arrears of outstanding provident fund and employees state insurance dues as at the last day of the financial year for a period of more than six months from the date they became payable. However the undisputed income tax (including fringe benefit tax) dues outstanding for more than six months from the date they become payable are Rs. 57,10,822/-.

{b) According to the information and explanations given to us there are no cases of non
No. Nature of Liability Amount (Rs.) Pending Before

1 Income Tax 33,96,154/- Income Tax Appellate Tribunal

2. Central Excise Duty 16,44,687/- Joint Commissioner/ Commissioner of customs and central excise (Appeals)

3. Central Excise Duty 17,17,200/- CESTAT

10. The company Has no accumulated losses at the end of the financial year and it has not incurred cash bsses in the financial year under report and the immediately preceding financial year.

11. Based on ouraudit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to banks. The company does not have any borrowings from financial institutions and has not issued debentures.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any statute applicable to chit fund / Nidhi / mutual benefit fund/ societies are not applicable to the Company.

14. As informed and explained to us the company is not dealing in or trading in shares, securities, debentures, or other investments and hence requirement of paragraph 4(xiv} are not applicable to the company.

15. The Company has given guarantees to banks for loans taken by associate companies. According to the information and explanations given to us, such guarantees have been extended as a long-term involvement with those companies and there has been no default in repaying the loans. However, we are unable to opine whether the terms and conditions on which the Company has given guarantees are prejudicial to the interest of the Company, since the guarantees give the power to the bank to attach the assets of the company on default by associate companies without attempting to recover in the first instance from the associate companies.

16. In our opinion and according to the information and explanations given to us on an overall basis the term loans have been applied for the purposes for which they were obtained.

17 According to the records examined by us and according to information and explanations given to us, on an overall basis, no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. There are no debentures issued and outstanding during the year and hence the question of creating securities in respect thereof does not arise.

20. During the year the Company has not raised money by any public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the financial year.

For M/s. BORKAR& MUZUMDAR Chartered Accountants

(A. N. NAIK)

Partner

(M. No. 30668)

PLACE: Panaji- Goa. DATE: 17th August, 2009

 
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