Opto Circuits India

1. We have audited the attached Balance Sheet of Opto Circuits (India)
 Limited as at 31st March 2009 and the Profit and Loss Account for the
 year ended on that date annexed thereto. These financial statements are
 the responsibility of the companys management. Our responsibility is
 to express an opinion on these financial statements based on our audit.
 
 2. We conducted our audit in accordance with the 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 in
 terms of sub-section (4A) of section 227 of the Companies Act, 1956,
 and according to the information and explanation given to us during the
 course of the audit and on the basis of such checks as we consider
 appropriate, 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:
 
 (I) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit.
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books:
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow statement dealt with in this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 (v) On the basis of written representation received from the directors,
 as on 31st March 2009 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on
 
 31st March 2009 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 (vi) 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.
 
 (a) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 st March 2009;
 
 (b) In the case of Profit and Loss Account, of the Profit for the year
 ended on that date; and
 
 (c) In the case of Cash Flow statement, of the cash flows for the year
 ended on that date.
 
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 3 of our Report of even date on the accounts
 of Opto Circuits (India) Limited for the year ended 31st March 2009)
 
 i.(a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) Physical verification of Fixed Assets is performed by the
 management in a regular programme for verification once in a year.  In
 our opinion, the frequency of verification is reasonable, having regard
 to the size and the nature of its business.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 ii. (a) We are informed that the physical verifications of inventories
 except inventories lying with the third parties were conducted by the
 management at reasonable intervals. In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventories followed by the management are reasonable and adequate in
 relation to the size of the company and the nature of its business.
 
 (c) The company has maintained proper records of inventories.
 According to the records produced to us, no discrepancies were noticed
 on verification between physical stocks and stock records.
 
 iii. (a) As per the explanation given to us the Company has given loans
 to the parties listed in the register maintained under section 301 of
 the Companies Act 1956., the rate of interest and other terms
 
 10.2 Income Tax department has raised a demand for tax of Rs. 14.16
 Lacs for the AY 2004-05 for which company has preferred an appeal
 before the Commissioner of Income Tax (Appeal) III. Pending disposal of
 this Company has not provided liability for Income Tax.
 
 11. Deferred Tax Asset has not been recognized as there is no virtual
 certainty supported by convincing evidence that sufficient future
 taxable income will be available for such Deferred Tax Asset to be
 setoff. Tax expenses towards deferred tax liability do not arise as the
 units are 100% EOU and SEZ and income is covered under section 10B and
 10AA of the Income Tax Act, 1961
 
 
 
                                       For An and Amamath $ Associated
                                                     Charted Accounted
 
                                                          B.K AMARNATH 
                                                               Partner 
                                                             M.No.2636 
 Place: Banglore 
 Date : 18th June 2009