1.  We have audited the attached Balance sheet of IDEAL OPTICS LIMITED
 as at 31st March, 2012 and the related Profit & Loss Account for the
 year ended on that date annexed thereto, which we have signed under
 reference to this report. 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 conduct 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 by Companies (Auditor''s Report) amendment Order, 2004 (together
 with the order) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, we annex
 here to 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 in paragraph
 (3) above and information and explanations provided to us, we report
 that:
 
 1) 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.
 
 2) In our opinion, proper books of accounts as required by the law have
 been kept by the Company so far as it appears from our examination of
 such books.
 
 3) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement
 referred to in this report are in agreement with the books of accounts
 of the company.
 
 4) In our opinion, these financial statements comply with the
 Accounting Standards referred to in sub section (3C) of section 211 of
 the Companies Act 1956, except as stated in para 6(a) and (b) below.
 
 5) On the basis of written representations received from the directors,
 as on 31st March, 2012, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2012 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act 1956.
 
 6) In our opinion and to the best of our information and according to
 the explanations given to us, the accounts together with the notes
 thereon of schedule 12 and in particular; 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.  and
 
 b) In the case of Profit and Loss Account, of the profit for the year
 ended on 31st March, 2012.
 
 Re: IDEAL OPTICS LIMITED: Annexure referred to in paragraph 3 of our
 report even date.
 
 1.  (a) Proper records showing full particulars including quantitative
 details and situation of Fixed Assets of the company are being updated
 
 (b) The management physically verifies the fixed assets of the Company.
 No material discrepancies were noticed on verification.
 
 (c) All the fixed assets of the company have been disposed off during
 the year.
 
 2.  (a) At the end of the year company have no inventory.
 
 (b) The Inventories are valued at cost or market value, which is lower.
 
 (c) Inventories have been physically verified by the management at
 regular intervals during the year.
 
 3.  (a) The company has not taken any loans from Companies, Firms or
 other parties other than directors; Register maintained under section
 301 of the Act. No amount was borrowed from the directors of the
 company during the year & other financial institutes.
 
 (b) In our opinion, the terms and conditions, on which loans have been
 taken from companies, firms or other parties listed in the register
 maintained under section 301 of the Companies Act 1956 and from the
 companies under the same management, are not, prima facie, prejudicial
 to the interest of the company.
 
 (c) The Principal amount and interest has been repaid as stipulated.
 
 (d) There are no overdue payments.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business, with regard to purchases of plant and machinery, equipment
 and other assets and with regard to the sale of goods.
 
 5.  (a) According to the information and explanation given to us, we
 are of the opinion at the transactions that need to be entered into the
 register maintained under section 301 of the Act, have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us, There is no any transaction more than Rs. 500000/ or more
 of purchase of goods and materials and sale of goods, materials and
 services, made in pursuance of contracts or arrangements entered in the
 registers maintained under section 301 and aggregating during the year
 in respect of each party, so this provision is not applicable.
 
 6.  In our opinion and according to the information and explanation
 given to us, the company has not accepted any deposits; hence the
 provision of section 58A of the Companies Act 1956 and Companies
 (acceptance of Deposits) Rules, 1975 with regard to the deposits
 accepted from the public are not applicable.
 
 7.  In our opinion, the company has no required any internal audit
 system commensurate with the size and nature of its business.
 
 8.  The Central Government has not prescribed for maintenance of cost
 records under section 209(1) (d) of the Companies Act, 1956 for the
 products of the Company.
 
 9.  (a) According to the information and explanation given to us, the
 company is generally regular in depositing with the appropriate
 authorities, undisputed statutory dues including Provident Fund, ESIC,
 Income Tax, Sales Tax, Excise Duty, Cess and any other material
 statutory dues applicable to it
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, custom duty, excise duty and cess were outstanding, as at 31st
 March'' 2012 for a period of more than six months from the date they
 become payable.
 
 10.  The company have any accumulated losses of Rs. 4,56,36,205/-. The
 company has not incurred cash losses during the financial year covered
 by our audit and the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanation
 given to us, the company has not defaulted in repayment of dues to
 financial institutions or banks.
 
 12.  According to the information and explanations given to us, the
 company has not granted loans and advances on the basis of securities
 by way of pledge of shares, debentures and other securities. Therefore
 the provisions of clause 4(xii) of the Companies (Auditors Report)
 order, 2003 are not applicable to the company.
 
 13.  In our opinion, the company is not a Chit Fund or a NIDHI Mutual
 Benefit Fund/Society. Therefore the provisions of clause 4(xiii) of the
 Companies (Auditors Report) order, 2003 are not applicable to the
 company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Therefore the
 provisions of clause 4(xiv) of the Companies (Auditors Report) order,
 2003 are not applicable to the company.
 
 15.  As informed to us, the company has not given any guarantee for
 loans taken by others from banks or financial institutions.
 
 16.  According to the information and explanations given to us, and on
 an overall examination of the balance sheet of the company, we report
 that no funds raised on short-term basis have been used for Long-term
 assets. No long-term funds have been used to finance short-term assets.
 
 17.  The company has not made any preferential allotment of shares to
 companies, firms or other parties listed in the register maintained u/s
 301 of the Companies Act.
 
 18.  The company has not issued any debentures.
 
 19.  During the period covered by our audit report, the company has not
 raised any money by public issue.
 
 20.  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 course of our audit.
 
 Date : 30th May, 2012              For, Vishves A. Shah & Co.
 
 Place : Ahmedabad                      Chartered Accountants
 
                                             Firm No. 121356W
 
                                                         Sd/-
 
                                             (Vishves A. Shah)
 
                                                   Proprietor 
 
                                                M. No. 109944