Auditor Report of GKB Ophthalmics Ltd.

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of GKB Ophthalmics Limited (“the Company”), which comprise the Balance Sheet as at 31stMarch, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.

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 standalone Ind AS 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 standalone Ind AS 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS 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 standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31stMarch, 2018, and its loss(financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of subsection 11 of section 143 of the Act, we give in the Annexure ‘A’, 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, the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure ‘B’

(g) 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 has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 37 to the standalone Ind AS financial statements.

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.

ANNEXURE ‘A’ TO INDEPENDENT AUDITORS’ REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS OF GKB OPHTHALMICS LIMITED FOR THE YEAR ENDED 31st MARCH, 2018

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report to the members of GKB Ophthalmics Limited on the standalone Ind AS financial statements for the year ended 31st March, 2018]

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which its fixed assets are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. 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. However, the system of recording the receipt, issue and consumption of inventories; and the system of valuation of inventories needs to be improved.

iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions stated in paragraph 3 (iii) of the Order are not applicable to the Company.

iv. According to the information provided to us and explanations given to us, the Company has not granted any loans or made investment or provided any security / guarantee as covered by provisions of sections 185 and 186 of the Act. Accordingly, the provisions stated in paragraph 3 (iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us and the records examined by us,the Company has not accepted any deposits from the public during the year. Accordingly, the Paragraph 3 (v) of the Order is not applicable to the Company.

vi. The provisions of sub-section (1) of section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provisions stated in paragraph 3 (vi) of the Order are not applicable to the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing statutory dues relating to investor education and protection fund, labour welfare fund and other statutory dues, as applicable, with the appropriate authorities. However, there has been delays in depositing statutory dues relating to provident fund, employees’ state insurance, income tax, sales tax, service tax, Goods and Services tax, duty of customs, duty of excise, value added tax with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for the period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and examination of records of the Company, the particulars of income tax, sales tax and duty of excise as at 31st March, 2018 which have not been deposited on account of a dispute pending, are as under:

Name of the statute	Financial year	Nature of dues	Disputed Amount (in Rs. lakhs)	Forum where the dispute is pending
	2005-06	Duty, interest and penalty	17.17	Central Excise and Service Tax Appellate Tribunal (CESTAT)
The Central Excise Act, 1944	2006-07	Duty, interest and penalty	16.45	Joint Commissioner / Commissioner of Customs and Central Excise (Appeals)
	2007-08 to Sept’ 2015	Duty, interest and penalty	1,113.48	Commissioner Central Excise & Service Tax, Goa
	2008-09	Sales tax, interest and penalty	111.71	Additional Commissioner of Commercial Tax, Panaji
The Central Sales Tax Act, 1956	2013-14	Sales tax, interest and penalty	9.15	Additional Commissioner of Commercial Tax, Panaji
	2014-15	Sales tax, interest and penalty	49.44	Additional Commissioner of Commercial Tax, Panaji
Income Tax Act, 1961	2012-13	Income tax, interest and penalty	41.37	Commissioner of Income Tax (Appeals)
	2013-14	Income tax, interest and penalty	39.25	Commissioner of Income Tax (Appeals)
Goa Tax on Entry of Goods Act, 2000	2013-14	CST and interest	23.29	Additional Commissioner of Commercial Tax, Panaji
Goa Value Added Tax Act, 2005	2014-15	VAT, interest and penalty	0.28	Additional Commissioner of Commercial Tax, Panaji
			1,421.59

Note: Figures given above are net of deposits / payments made.

viii. The company has not issued any debentures. According to information and explanations given to us, there was no default on repayment of loans obtained from banks and financial institutions.

ix. According to information and explanations given to us, the company has not raised monies by way of initial public offer or further public offer (including debt instruments).

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

xi. According to the information and explanations given to us, the managerial remuneration has been paid and provided in accordance with the provisions of Section 197 read with Section 198 read with Schedule V to the Act

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS OF GKB OPHTHALMICS LIMITED

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ of the Independent Auditors’ Report to the members of GKB Ophthalmics Limited on the standalone Ind AS financial statements for the year ended 31st March, 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of GKB Ophthalmics Limited (“the Company”) as of 31stMarch, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemwith reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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 internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2018, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

For Sharp &Tannan LLP

Chartered Accountants

ICAI Firm Registration No. 127145W/ W100218

Darryl Frank

Place : Mapusa, Goa Partner

Date : 30th May, 2018 Membership No. 104096

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Mar 31, 2016

INDEPENDENT AUDITOR''S REPORT

To the Members of GKB Ophthalmic Limited 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 31^st March, 2016, the Statement of Profit and Loss and the Statement of Cash Flows 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 there under.

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. 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 March 31, 2016, 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, 2016 (the ''Order'') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure ''A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure ''B''.

(g) 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 26 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 ''A'' TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in Paragraph 1 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 per the information and explanation given to us to us, the Company has not undertaken physical verification of the fixed assets in accordance with the phased programme of verification. Therefore we are unable to comment on whether there exists material discrepancies in the physical existence of fixed assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

(ii) 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. 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. However, the system of recording the receipt, issue and consumption of inventories; and the system of valuation of inventories needs to be improved.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, Limited Liability Partnerships, or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the Paragraph 3 (iii) of the Order is not applicable to the Company.

(iv) 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 companies in which directors of the Company are also interested. 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 these companies, without attempting to recover in the first instance from the companies.

(v) According to the information and explanations given to us and the records examined by us, the Company has not accepted any deposits from the public during the year. Accordingly, the Paragraph 3(v) of the Order is not applicable to the Company.

(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 records examined by us, the Company has been generally regular in depositing statutory dues relating to investor education and protection fund, labour welfare fund, tax deducted at source and other statutory dues, as applicable, with the appropriate authorities. However, there has been delays in depositing statutory dues relating to provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise and value added tax with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year 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 March 31, 2016 which have not been deposited on account of a dispute pending, are as under:

Name of the statute	Financial year	Nature of dues	Disputed Amount (in Rs. lakhs)	Forum where the dispute is pending
The Central Excise Act, 1944	2005-06	Duty, interest and penalty	17.17	Customs, Central Excise and Service Tax Appellate Tribunal (CESTAT)
	2006-07	Duty, interest and penalty	16.45	Joint Commissioner / Commissioner of Customs, Central Excise and Service Tax (Appeals)
	2007-08 To Sept'' 2015	Duty, interest and penalty	1,156.86	Commissioner of Customs, Central Excise & Service Tax, Goa
The Central Sales Tax Act, 1956	2008-09	Sales tax, interest and penalty	111.71	Additional Commissioner of Commercial Tax, Panaji
The Central Sales Tax Act, 1956	2012-13	Sales tax, interest and penalty	14.99	Additional Commissioner of Commercial Tax, Panaji
Income Tax Act, 1961	2012-13	Income tax, interest and penalty	41.37	Commissioner of Income Tax (Appeals)
			1,358.55

(viii) The Company has not issued any debentures. According to information and explanations given to us, 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 2016	27.27
2	Overdue as on 31st March 2016	-

(ix) According to information and explanations given to us, the Company has not raised monies by way of initial public offer or further public offer (including debt instruments).

(x) 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 by the Company or any fraud on the Company by its officers or employees noticed or reported during the year nor have we been informed of such by management.

(xi) According to the information and explanations given to us, the managerial remuneration has been paid and provided in accordance with the provisions of Section 197 read with Schedule V to the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act and the relevant details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the Company had not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the Paragraph 3

(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, the Company had not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, the Paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

We have audited the internal financial controls over financial reporting of GKB Ophthalmics Limited ("the Company") as of 31^st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ''Guidance Note'') issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (the ''Act'').

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable, to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

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 internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For SHARP & TANNAN

Chartered Accountants

Firm''s Registration No. 109982W

By the hand of

EDWIN P. AUGUSTINE

Place: Mumbai Partner

Date: 30^thMay, 2016 (Membership No. 43385)

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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)

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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, 2011

1. We have audited the attached Balance Sheet of GKB OPHTHALMICS LIMITED, as at 31st March 2011, 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 Company's 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 (Auditor's 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 books 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 sub-section (3C) of Section 211 of the Companies Act, 1956 except for what is stated in the ensuing paragraphs.

(e) On the basis of written representations received from the directors as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2011 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) The liquidity of the company has been badly affected during the year. This is evident from the cash flow statement according to which there is negative cash flow of Rs.12,79,247/- from its operating activities as against positive cash flow of Rs.30,30,661/- disclosed in the accounts for the previous year. In our opinion the above is mainly on account of blocking of funds of the Company in the debts due from various related parties which are disclosed in note no. 19 of the accounts. The amounts recoverable from these parties have shot up to Rs.12.48 crores from Rs.9.12 crores pertaining to previous year. On account of poor liquidity the company is not able to pay income/wealth tax arrears of Rs.3.56 crores.

(g) In accordance with the Accounting Policy No. l(d) disclosed in Schedule (M' of the accounts for the year on valuation of inventories, the stocks of finished goods are valued by the Company at lower of cost or net realizable value. The cost represents cost of raw materials, cost of conversion and production overheads. In respect of absorption of production overheads, in the absence of any explanation on discrepancies pointed out, we are unable to ascertain the correctness of the value of closing stocks of finished goods of Rs.5,68,86,610/- shown in the accounts of the year and also the effect of these discrepancies on the valuation and consequential effect on the profits of the Company for the year.

(h) The Company has not produced for our verification the fixed asset register as according to the Company the same has not yet been updated. In the absence of this register there is every possibility that the company has continued to charge the depreciation on certain fixed assets even when they have been fully depreciated. In these circumstances we are unable to ascertain the correctness of depreciation of Rs. 84,61,270/- charged and write back of depreciation of Rs. 35,82,445, included in Prior Period Adjustments, to Profit & Loss Account of the year and consequently also of the value affixed assets of Rs. 9,74,69,851/- appearing in the Balance Sheet of the Company.

(i) The Company in note no. 18 has stated that it assessed at the end of the year whether there is any indication that any asset may be impaired and that during this assessment it found that no asset has been impaired. We are not able to ascertain the correctness of the above statement and its consequential effect on profit as well as value of the Fixed Assets, since in our opinion it is very difficult to identify the impairment of any of the fixed assets as per the requirements of Accounting Standard (AS-28) on 'Impairment of Assets' issued by the Institute of Chartered Accountants of India without proper maintenance of fixed assets register which gives the carrying amount of individual items of fixed assets for comparing them with their recoverable amounts.

(j) The Company has not accounted for dividend of Rs.44,23,000/- declared by GKB Ophthalmic Products (FZE) whose entire share capital is held by the Company. According to note no. 7 read with note no. 5, the Company has not accounted the above dividend since there is no subsidiary-holding relationship between the two companies as per UAE law. The Company has however not produced for our scrutiny any legal opinion which states that M/s GKB Ophthalmic Product (FZE) need not be considered as subsidiary of the company for the purpose of not accounting the above dividend in its accounts of the year. Consequently profit for the year in our opinion, has been understated to that extent

(k) The Company has stated in note no. 11 that very few parties have confirmed their balances in response to balance confirmation letters sent by the company to all its creditors and debtors. In the absence of proper confirmations we are not able to ascertain the accuracy of balances of debtors and creditors shown in the accounts of the year. Consequential effect thereon on the Accounts of the Company can not be ascertained.

(l) The Company has made provision of Rs.77,75,352/-for taxation in the accounts for the year. However as per the computation of income prepared by the Company based on the profits disclosed in the year, it has been noted that the Company should have provided taxes an amount of Rs.82,55,951/- in the accounts for the year. As a consequence, the provision for taxation for the year is understated to the extent of Rs. 4,80,599/- and profits for the year are overstated to that extent.

(m) In our opinion and to the best of our information and according to the explanations given to us, in view of the effects of the matters discussed in the preceding paragraphs (g) to (I), the Accounts do not 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 31st March 2011; and

(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 AUDITOR'S REPORT OF EVEN DATE ON THE ACCOUNTS OF GKB OPHTHALMICS LIMITED FOR THE YEAR ENDED 31ST MARCH, 2011

1. (a) The company has not produced for our verification the fixed asset register as according to the company the same has not yet been updated. We have been informed by the management that all the fixed assets have been physically verified by them at the end of the year and no material discrepancies have been noticed by them on such verification. However in view of non production of fixed asset register for our verification we are unable to state whether there is any material discrepancy between the physical count and fixed assets record.

(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 books of accounts.

(d) In view of inadequate information received from the Company regarding valuation of stock, in particular regarding absorption of production overheads, we are unable to ascertain the accuracy of the value of closing stock of finished goods of Rs.5,68,86,610/- disclosed in the accounts of the year.

3. (a) According to the information and explanations given to us, the Company has not granted/taken any loans, secured or unsecured to/from parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly paragraphs 4(iii) (a),(b),(c),(d),(e),(f) & (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 them 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, 1956 and the Rules framed there under.

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

8. Maintenance of cost records, we are informed, 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, Employees State Insurance, Sales tax, Service Tax, Customs duty, Excise Duty, cess and other material statutory dues, where applicable with the appropriate authorities, except however, during the year there were delays in depositing, with the appropriate authorities, undisputed statutory dues in respect of income tax, wealth tax, provident fund and labour welfare fund. There are no arrears of outstanding provident fund and labour welfare fund 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) and wealth tax dues outstanding for more than six months from the date they become payable are Rs.3,55,25,327/- and Rs.1,20,000/- respectively.

(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 Rs.16,44,687/- Joint Commissioner / Commissioner of customs and central excise (Appeals)

2. Central Excise Duty Rs.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 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.

16. In our opinion and according to the information and explanations given to us on an overall basis the term loans taken by the Company 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, funds of Rs. 17,08,280/- raised by the Company on short-term basis, have been used for long-term investments (capital work-in-progress).

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

Registration No.101569W

(A. N. Naik)

Partner

M. No. 030668

Place : Panaji - Goa.

Date : 24-11-2011

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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

---

Mar 31, 2008

1. We have audited the attached Balance Sheet of GKB Ophthalmics Limited, as at 31st March, 2008, 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, 1 956, 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 books 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 21 1 of the Companies Act, 1 956.

(e) On the basis of written representations received from the directors as on 31st March 2008, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2008 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1 956.

(f) In the absence of proper records in respect of valuation of stocks, we are unable to acertain the accuracy of the values of inventories of Rs. 13,06,89,999/- disclosed in the accounts of the year.

(g) Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said statements of accounts 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 31st March, 2008; and

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

(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 31ST MARCH, 2008

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 books of accounts.

(d) In the absence of proper records in respect of valuation of stocks, we are not able to ascertain the accuracy of the valuation of stocks disclosed in the accounts of the year.

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, 1 956. The maximum amount involved during the year was Rs.56,51,61 8/-and the year end balance of loans granted to such parties was Rs.46,88,987/-.

(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 section 301 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, 1 956 and the Rules framed there under. We a re 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 are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(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 Income Tax 44,14,507/- Commissioner of Income Tax (Appeals) 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 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 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) PLACE : Panaji Goa. Partner DATE : 23rd August, 2008 (M. No. 30668)

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of GKB Ophthalmics Limited, as at 31st March, 2007, 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, 1 956, 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 expanations, which to the best of our knowledge and belief, were necessary for the purposes of the 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 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 21 1 of the Companies Act, 1 956.

(e) On the basis of written representations received from the directors as on 31st March 2007, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2007 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 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 31st March, 2007; and

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

(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 31ST MARCH, 2007

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. 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 three parties covered in the register maintained under Section 301 of the Companies act, 1 956. The maximum amount involved during the year was Rs.59,79,784/-and the year end balance of loans granted to such parties was Rs.37,07,950/-.

(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 section 301 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 58Aof 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, 1 956.

9. (a) In our opinion and according to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service Tax, Customs duty, Excise Duty, cess and other material statutory dues, where applicable with the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(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 Income Tax 4,11,865/- Commissioner of Income Tax (Appeals) 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 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 7 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 (refer note 1 (c) of schedule M) for loans taken by subsidiary/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 subsidiary/associate companies without attempting to recover in the first instance from the subsidiary/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) PLACE : Panaji Goa. Partner DATE : 24th August, 2007 (M. No. 30668)

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Mar 31, 2005

1) We have audited the attached Balance Sheet of GKB OPHTHALMICS LIMITED, as at 31st March, 2005, 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 consider 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 books 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 Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) Subject to note no. 13 of Schedule M regarding the provision made for leave encashment benefits on estimated basis instead of on actuarial basis as per Accounting Standard-15 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 the written representations received from the directors as on 31st March 2005 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, subject to note no. 10 of schedule M with respect to incurring of certain expenses without supporting evidence, the said statement of accounts 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 occepted in India.

(i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2005,

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

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

For M/s. BORKAR & MUZUMDAR Chartered Accountants Place : Panaji Goa, (A. N. NAIK) Date : 27th August 2005 Partner

ANNEXURE TO AUDITORS REPORT

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF GKB OPHTHALMICS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2005.

(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 the books of accounts as and when records are updated.

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

(2) (a) As explained to us, the inventory have 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 the 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. 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) During the year the Company has granted unsecured loans to four parties covered in the register maintained under Section 301 of the Companies Act 1956, The maximum amount involved during the year was Rs. 71,12,227/- and the year end balance of loans given to such parties was Rs, 16,75,412/-,

(b) The rate of interest and other terms & conditions of 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. In the absence of these stipulations we are unable to express our opinion on whether receipts of principal and interest amounts is regular.

(e) The Company has taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Companies act, 1956. The maximum amount involved during the year was Rs. 10,62,370/- and the year end balance of loan taken from such party was Rs. 10,62,370/-.

(f) The terms & conditions of the above loan are not prima facie prejudicial to the interest of the Company except that the terms of repayment have not been stipulated. In absence of these stipulations we are unable to express our opinion on whether the payment of principal amount is regular.

(4) On the basis of our evaluation of internal control systems and according to the information and explanation given to us, we are of the opinion that internal control systems with respect to purchase of inventory and fixed assets and sale of goods have been strengthened during the year but 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 transaction 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 thereunder. 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 explanation given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employees State Insurance, Income tax, Sale tax, Wealth tax, Service Tax, Customs duty, Excise Duty, cess and other material statutory dues, where applicable with the appropriate authorities. There are no arrears of outstanding statutory dues as at the lost day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanation 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.

(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 and 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 repayment of the dues to bank. 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) During the year, the Company has been given guarantees to bank (refer note 2(c) of schedule `M) for loans taken by its two associate companies. According to the information and explanations given to us, such guarantees have been extended as a long term involvement with those companies. Though there has been no default in repaying the loans, we are unable to opine whether the terms and conditions on which the Company has given the guarantee 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 loan have been applied for the purposes for which they were obtained,

(17) According to the records examined by us and according to the 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 Place : Panaji Goa, Chartered Accountants Date : 27th August 2005 (A. N. NAIK) Partner

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Mar 31, 2003

We have audited the attached Balance Sheet of GKB OPHTHALMICS LIMITED, as at 31st March, 2003 and also the Profit & Loss Account of the Company for the year ended on that date, annexed thereto and the Cash Flow Statement for the year ended on that date. 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.

1) As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988 issued by the 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:

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

(c) The Balance Sheet and Profit and Loss Account 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 except for what is stated in the ensuing paragraphs,

(e) On the basis of the written representations received from the directors as on 31 st March 2003 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of Companies Act, 1956.

(f) (i) In accordance with the past practice followed by the Company the provision for leave encashment benefits on retirement is made on estimated basis. This is contrary to the requirement of the standard for accounting for retirement benefits in the financial statement of employees (AS-15) issued by the Institute of Chartered Accountants of India which requires that the provision has to be made for the accrued future liability determined on actuarial basis. The amount of provision required in this behalf is unascertainable.

(ii) In the absence of proper records in respect of valuation of stocks, we are unable to ascertain the accuracy of the values of inventories of Rs. 7,72,00,231/- disclosed in the accounts of the year.

(iii) Balances of sundry debtors and creditors shown in the accounts are subject to confirmation by the parties concerned ( Note No. 5 of Schedule "L").

(iv) The Company is not able to disclose in the accounts the names of small scale industrial undertakings to whom it owes sums which are outstanding for more than 30 days (Note No. 8 of Schedule "L").

(g) Subject to the foregoing, 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 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 31st March, 2003.

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

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

For M/s. BORKAR & MUZUMDAR Chartered Accountants

Place : Panaji Goa, (A.N. NAIK) Dote : 12th August 2003 Partner

ANNEXURE TO AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF GKB OPHTHALMICS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2003.

(1) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets. We are informed that the fixed assets have been physically verified by the management during the year. We are further informed that discrepancies though not material will be adjusted while reconciling with/updating the records.

(2) None of the fixed assets of the Company have been revalued during the year.

(3) As informed to us, the stocks of finished goods, stores, spare parts and raw materials have been physically verified by the management at reasonable intervals during the year.

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

(5) We have been informed that the discrepancies noticed on such physical verification as compared to book records were not material and the same have been dealt with in the books of account.

(6) In the absence of proper records in respect of valuation of stocks, we are not able to ascertain the accuracy of the valuation of stocks disclosed in the accounts of the year.

(7) The Company has not taken any loan, secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management within the meaning of section 370(1B) of the Companies Act, 1956.

(8) The Company has granted interest free unsecured loans to a director and companies listed in the register maintained under section 301 of the Companies Act 1956 without any stipulation as to the repayment of the loans. In our opinion the terms and conditions of the loans are prima facie prejudicial to the interest of the Company to the extent of interest not charged from these companies.

(9) In respect of loans or advances in the nature of loans given to the employees by the Company wherever there are specific stipulations as to the repayment of the principal, the parties are repaying the some as stipulated and are also regular in payment of interest wherever applicable.

(10) In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to the sale of goods.

(11) In our opinion and according to the information and explanation given to us, the Company has made purchases of materials and goods in excess of Rs. 50,000/- from parties listed in the Register maintained u/s. 301 of the Companies Act 1956. We are informed that similar materials and goods are not purchased from any party in India and therefore the prices at which the materials and goods have been purchased are not comparable. The information as regards prevailing market prices for such goods was also not available on records of the Company. Hence it is not possible to determine whether the prices paid/charged for such items are reasonable as compared to the prices of similar items purchased/sold from/to other parties.

(12) As explained to us, the Company has a procedure for determination of unserviceable or damaged raw materials, stores and finished goods. Adequate provision has been made in the accounts for loss arising on items so determined.

(13) The Company has not accepted any deposits from the public, to which the provisions of section 58A of the Companies Act, 1956 would apply.

(14) According to the explanations given to us, the company has no realisable scrap and by -products. Hence no records are maintained by the Company for the sale and disposal thereof.

(15) The Company has introduced internal audit system during the year. The internal auditor has however not covered any area of the operation of the company, In our opinion the said system is required to be strengthened to make it commensurate with the size and nature of the business of the Company.

(16) Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company,

(17) The Company was generally regular in depositing the Provident Fund dues and Employees State Insurance dues with the appropriate authorities.

(18) According to the information and explanation given to us and the books and records examined by us, there are no material undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Customs Duty and Excise Duty outstanding as at 31st March, 2003 for a period exceeding six months from the date they became payable.

(19) During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices and on the basis of explanations given to us, no personal expenses other than those covered by the service contracts/terms of appointment of the employees and the directors and those borne by the Company in accordance with generally accepted business practices have been charged to the Profit and Loss Account.

(20) The Company is not a Sick Industrial Company within the meaning of Section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985.

(21) In relation to the trading activities of the Company, we ore informed that there are no damaged goods.

For M/s. BORKAR & MUZUMDAR Chartered Accountants

(A.N. NAIK) Place : Panaji Goa. Partner Date : 12th August 2003

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Mar 31, 2002

We have audited the attached Balance Sheet of GKB OPHTHALMICS LIMITED, as at 31st March, 2002 and also the Profit & Loss Account 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.

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.

1) As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the 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:

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

(c) The Balance Sheet and Profit and Loss Account 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 the written representations received from the directors as on 31st March 2002 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of Companies Act, 1956.

(f) (i) The Company has not adjusted in its accounts of the year goods of Rs. 38,68,336/- returned by a party after the close of the accounting year under review (Note No. 7 of Schedule "M"). The impact of the above on the profits of the year cannot be quantified due to non availability of sufficient information as regards cost/ realisable value of these goods returned.

(ii) Balances of sundry debtors and creditors shown in the accounts are subject to confirmation by the parties concerned (Note No. 5 of Schedule "M").

(iii) The Company is not able to disclose in the accounts the names of small scale industrial undertakings to whom it owes sums which are outstanding for more than 30 days (Note No. 9 of Schedule "M").

(iv) In the absence of proper records in respect of valuation of stocks we are unable to ascertain the accuracy of values of inventories of Rs. 5,91,47,000/- disclosed in the accounts of the year.

(g) Subject to the foregoing, 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 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 31st March, 2002.

AND

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

For M/s. BORKAR & MUZUMDAR Chartered Accountants (A. N. NaiK) Partner Place: Panaji-Goa. Date: 31st August, 2002.

ANNEXURE TO AUDITORS REPORT

ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF GKB OPHTHALMICS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2002.

(1) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets. We are informed that the fixed assets have been physically verified by the management during the year. We are further informed that discrepancies though not material will be adjusted while reconciling with/updating the records.

(2) None of the fixed assets of the Company have been revalued during the year.

(3) As informed to us, the stocks of finished goods, stores, spare parts and raw materials have been physically verified by the management at reasonable intervals during the year.

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

(5) We have been informed that the discrepancies noticed on such physical verification as compared to book records were not material and the same have been dealt with in the books of account.

(6) In the absence of proper records in respect of valuation of stocks we are not able to ascertain the accuracy of the valuation of stocks disclosed in the accounts of the year.

(7) The Company had taken from a director interest free unsecured loan, the terms and conditions of which were not prima facie prejudicial to the interest of the Company. The said loan was repaid during the year. The Company has not taken any other loans, secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management within the meaning of section 370(1B) of the Companies Act 1956.

(8) The Company has granted interest free unsecured loans to companies listed in the register maintained under section 301 of the Companies Act 1956 without any stipulation as to the repayment of the loans. In our opinion the terms and conditions of the loans are prima facie prejudicial to the interest of the Company to the extent of interest not charged from these companies.

(9) In respect of loans or advances in the nature of loans given to the employees by the Company wherever there are specific stipulations as to the repayment of the principal, the parties are repaying the same as stipulated and are also regular in payment of interest wherever applicable.

(10) In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to the sale of goods.

(11) In our opinion and according to the information and explanation given to us, the Company has made purchases of materials and goods in excess of Rs. 50,000/- from parties listed in the Register maintained u/s. 301 of the Companies Act 1956. We are informed that similar materials and goods are not purchased from any party in India and therefore the prices at which the materials and goods have been purchased are not comparable. The information as regards prevailing market prices for such goods was also not available on records of the Company. Hence it is not possible to determine whether the prices paid for such items are reasonable as compared to the prices of similar items purchased from other parties. The Company has also sold goods exceeding Rs. 50,000/- in value, to a company listed in the Register maintained u/s. 301 of the Companies Act 1956. The reasonableness of prices in respect thereof could not be verified on account of special nature of the goods supplied.

(12) As explained to us, the Company has a procedure for determination of unserviceable or damaged raw materials, stores and finished goods. Adequate provision has been made in the accounts for loss arising on items so determined.

(13) The Company has not accepted any deposits from the public, to which the provisions of section 58A of the Companies Act, 1956 would apply.

(14) According to the explanations given to us, the company has no realisable scrap and by-products. Hence no records are maintained by the Company for the sale and dispose thereof.

(15) The Company has introduced internal audit system curing the year. The internal auditor has however not covered any area of the operation of the company. In our opinion the said system is required to be strengthened to make it commensurate with the size and nature of the business of the Company.

(16) Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.

(17) The Company was generally regular in depositing the Provident Fund dues and Employees State Insurance dues with the appropriate authorities.

(18) According to the information and explanation given to us and the books and records examined by us, there are no material undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Customs Duty and Excise Duty outstanding as at 31st March, 2002 for a period exceeding six months from the date they became payable.

(19) During the course of our examination of books of account carried out in accordance with the generally accepted auditing practices and on the basis of explanations given to us, no personal expenses other than those covered by the service contracts/terms of appointment of the employees and the directors and those borne by the Company in accordance with generally accepted business practices have been charged to the Profit and Loss Account.

(20) The Company is not a Sick Industrial Company within the meaning of Section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985.

(21) In relation to the trading activities of the Company, we are informed that there are no damaged goods.

For M/s. BORKAR & MUZUMDAR Chartered Accountants (A. N. Naik) Partner Place: Panaji-Goa Date: 31st August, 2002.

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Mar 31, 2001

We have audited the attached Balance Sheet of M/s. GKB OPHTHALMICS LIMITED as at 31 March, 2001 and also the annexed Profit and Loss Account of the Company for the year ended on that date and report that:

1. As required by the Manufacturing and other Companies (Auditor's Report) Order, 1988 issued by the Company Law Board in terms of section 227 (4A) of the Companies Act, 1956 we annex hereto 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 in paragraph 1 above, we state 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 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 the books of the Company;

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

d) In our opinion the Balance Sheet and the Profit and Loss Account dealt with by the Report are in compliance with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

e) Based on the representations made by the directors of the Company and the information and explanations given to us, none of the directors of the Company is, prima facie, disqualified from being appointed as director of the Company, in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

f) We report that in our opinion and to the best of our information and according to the explanations given to us, the said Accounts read together with the accounting policies given in Note 1 of Schedule M, Note 5 regarding non confirmation of balances of sundry debtors and creditors, Note 7 in respect of transfer of land and building at book value to a new Company, Note 9 as regards non-disclosure of amount due to Small Scale Industrial undertakings and other notes appearing in Schedule M, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) in the case of the Balance Sheet, of the state of Affairs of the Company as at 31st March, 2001.

and

ii) in the case of the Profit and Loss Account of the Profit of the Company for the year ended on that date.

For M/s. BORKAR & MUZUMDAR Chartered Accountants

(A. N. Naik) Partner Place : Panaji-Goa. Date : 31st August, 2001.

ANNEXURE REFERRED TO IN PARAGRAPH I

1. The Company has maintained proper records showing full particulars including quantitative details and situation affixed assets. The fixed assets have been physically verified by the Management during the year. On the basis of explanations given to us, no material discrepancies have been noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. The stocks of finished goods, stores, spare parts and raw materials have been physically verified by the Management at reasonable intervals during the year.

4. In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on such physical verification as compared to book records were not material and the same have been properly dealt with in the books of account.

6. On the basis of our examination of the stocks, the valuation of the stocks is fair and proper; in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. 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 or from Companies under the same management as defined in Section 370(1 B) of Companies Act, 1956.

8. The Company has granted interest free unsecured loans to a Company listed in register maintained under section 301 of the Companies Act, 1956 and to a Company under the same management as defined in Section 370(1 B) of Companies Act, 1956. The terms and conditions of these loans are not prima facie, prejudicial to the interest of the Company.

9. In respect of Loans and Advances in the nature of loans given by the Company to employees and other parties, the recovery of principal a mount and interest wherever stipulated are generally regular.

10. In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of stores, raw materials including components, plant and machinery, equipment and other assets and with regard to the sale of goods.

11. The Company has made purchases of materials and goods in excess of Rs. 50,000 from parties listed in the Register maintained under Section 301 of Companies Act, 1956. We are informed that similar materials and goods are not purchased from any party in India and therefore the prices at which the materials and goods have been purchased are not comparable. The information as regards prevailing market prices for such goods was also not available on records of the Company. Hence it is not possible to determine whether the prices paid for such items are reasonable as compared to the prices of similar items purchased from other parties. As informed, no sale of goods, materials or services exceeding Rs. 50,000/- to each party, has been made to parties listed in the register maintained under Section 301 of the Companies Act, 1956. The Company has, however, sold goods exceeding Rs. 50,000/- in value to a Company (incorporated in Germany) whose entire share capital is held by it. The reasonableness of prices in respect thereof could not be verified on account of special nature of the goods supplied.

12. As explained to us, the Company has a procedure for the determination of unserviceable or damaged raw materials, stores and finished goods. Adequate provision has been made in the accounts for loss arising on items so determined.

13. The Company has not accepted any deposits from the public, to which the provisions of Section 58A of the Companies Act, 1956 would apply.

14. According to the explanation given to us, the Company has no realisable scrap and bye-products. Hence no records are maintained by the Company for sale or disposal thereof.

15. The Company did not have any internal audit system during the year, although the paid up capita and average annual turn over during the preceding 3 years exceeded Rs. 25.00 lacs and Rs. 2.00 crores respectively.

16. Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.

17. Provident fund dues and Employees State Insurance dues have been regularly deposited during the year with the appropriate authorities.

18. According to the information and explanations given to us, no material undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding as on 31st March, 2001 for a period of more than 6 months from the date they became payable.

19. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and on the basis of the explanations given to us, no persona expenses other than those covered by the service contracts/terms of appointment of the employees and the Directors and those borne by the Company in accordance with the accepted business practices have been charged to the Profit & Loss account.

20. The Company is not a Sick Industrial Company within the meaning of Section 3(1)(O) of the Sick industrial Companies (Special Provisions) Act, 1985.

21. In relation to trading activities of the Company, we are informed that there a re no damaged goods.